Terms and Conditions

USER AGREEMENT

This Agreement sets out the terms and conditions relating to the online content provided free of charge and content subject to payment (“Free and Paid-for Content”) that Languages Out There Ltd (“the Siteowner”) will provide to you (“the User”) either from our websites or those of our official partners who sell our materials.

By accessing www.languagesoutthere.com or www.englishoutthere.com (“the Site”) and any of the published materials the User is agreeing to the terms and conditions below.

If the User uses the Site or materials in the course of business the User is also agreeing to these terms and conditions on behalf of that business.

If the User does not agree with the terms and conditions (or the User is not authorised to do so) the User should not use the Site or materials.

If the User has any questions they should contact the Siteowner at: info@languagesoutthere.com.

SERVICES AND FEES

The Siteowner shall provide Free and Paid-for Content. This includes any subscriptions for Paid-for Content, printed or digital electronic books or PDFs that are available.

The Siteowner reserves the right to vary the Free and Paid-for Content and does not guarantee that the content provided free of charge (“Free Content”) will remain free of charge and does not guarantee that the content provided subject to payment (“Paid-for Content”) will remain a paid-for service.

The User shall agree to pay any subscription or one-off fees (“Fees”) at rates in effect when the charges are incurred.

The User must provide the Siteowner with complete and accurate payment information.

The User can pay using a credit or debit card or by setting up a standing order. By submitting credit or debit card details to the Siteowner the User warrants that they are entitled to purchase the Paid-for Content using those payment details. In the event of an unauthorised payment the Siteowner reserves the right to suspend or terminate the User’s access to the Site and Paid-for Content. If no payment authorisation is received or payment authorisation is subsequently cancelled, the Siteowner may immediately terminate or suspend access to any Paid-for Content and/or the Site. The Siteowner will try to process the User’s request for any Paid-for Content promptly but does not guarantee that the Paid-for Content will be available to the User by any specified time. A contract with the User for Paid-for Content will come into effect when the Username and Password are issued to the User. The User having paid the Fee for a subscription for the supply of Paid-for Content for a defined period the User will have no right of cancellation for the supply of the Paid-for Content other than the right to cancel the subscription for Paid-for Content. This does not affect the User’s statutory rights.

REGISTRATION PASSWORDS AND PRIVACY

The use of the Site signifies the User’s consent to the Siteowner collecting and using personal information about the User in accordance with the Siteowner’s Privacy Policy. The User can read the Privacy Policy at Privacy Policy. The User does not have to register to use the Site in order to access it and enjoy the content other than the Paid-for Content. If the User wishes to access the Paid-for Content the User will be asked to provide the Siteowner with accurate, complete registration information, including contact details, and it is the User’s responsibility to update and maintain this information. The Siteowner is entitled to rely on this information to provide Paid-for Content. The User might also be requested to create a Password in a format specified by the Siteowner (“the Password”). The User shall not disclose the Password to any other person or entity and shall ensure that the Password remains confidential at all times. In the event that the User knows or has a reasonable suspicion that a third party knows the User’s Password, the User shall notify the Siteowner immediately by contacting the Siteowner at info@languagesoutthere.com. If the Siteowner has reasonable grounds for believing that the User has misused or is misusing the Password, the Siteowner may require the User to change the Password or may suspend the User’s use of the access to the Site, including Paid-for Content, until such time as the Siteowner is satisfied that the security of the Site is no longer compromised by the User’s activities.

LIMITATIONS ON USE OF THE WEBSITE

All content and services provided by the Siteowner belongs to the Siteowner [or is licensed to the Siteowner by licensors including SubHub Limited]. The Siteowner [or its licensors, including SubHub Limited] own all the intellectual property rights in the content and services. The content and services provided are solely for the personal use of the User (as an individual of freelancer) or the business on whose behalf they have purchased them (i.e. Users who are employees of schools, colleges or teaching and learning centres must purchase an Institutional Licence and clearly state the address of the business premises that the licence is applicable to for each paid subscription or product) and the User shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any content or service provided under this Agreement other than for the purpose of creating their own Out There branded teaching and language practice operation. The User shall not remove or replicate any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in the content or services other than for branded licensed purposes.

LICENSEE’S OBLIGATIONS CONCERNING THE MARKS

The Licensor (the 'siteowner') hereby authorises the Licensee ('the user') to use the Marks for the purpose of promoting or in connection with the Business ('teaching or organising related events') for so long as this Agreement subsists and any usage of the Marks will be fully in accordance with the Licensor’s directions which may be given from time to time. The Licensee undertakes not to do anything to prejudice or damage the Licensor’s goodwill and/or reputation in the Marks or to do anything that may give rise to the revocation or invalidation of the Marks. In the event that the Licensee becomes aware of any infringements of the Marks by any third party trading under names which are similar or identical to the Marks, then the Licensee shall immediately notify the Licensor thereof in writing. Where the Licensor deems it necessary or desirable to enforce its rights in the Marks the Licensee shall at Licensor’s cost join with the Licensor as co-claimant or co-defendant in any action where a joinder is needed to afford the Licensor the full relief provided by applicable law. Any damages recovered in any such action shall be for the account of the Licensor. Any additional goodwill generated by the Licensee under the Marks for the Services will enure to the sole benefit of the Licensor. The Licensee will under no circumstances apply for registration of any trade mark, form a company under a name or register a domain name under a name which incorporates the Marks or any part or parts of them or colourable imitations of the Marks. The Licensee will in all representations of the Marks used in the Business append in a manner approved by the Licensor such inscriptions as are usual or proper for indicating that the Marks are registered and are being used under licence from the Licensor.

THE LICENSEE’S GENERAL OBLIGATIONS

In order to maintain uniform high standards of the Out ThereMethod and, to protect the Licensor’s intellectual property rights and maintain the common identity and reputation of the Out There Method, the Licensee hereby agrees:

·         to use best endeavours to promote the Business in the Territory;

·         to provide the Licensor with the contact details of any Authorised Agents recruited to sell the Out There Method on their behalf, in order to enable the Licensor to promote the sale and growth of the Out There Method;

·         to ensure that all personnel employed in the Business conduct themselves in such manner as not to discredit or adversely affect the reputation of the Marks;

·         to provide the Licensor with copies of all publicity materials or other matter which refers to the Marks or any of them. The Licensor retains the right to request the Licensee to cease use of any publicity materials which do not satisfy the Licensor’s stringent quality control criteria;

·         not to hold itself out as nor describe itself as the Licensor’s agent nor in any way pledge the Licensor’s credit (and for clarity it is hereby confirmed that the Licensee has no authority as representative, agent or otherwise to in any way deal on the Licensor’s behalf including but not limited to pledging the Licensor’s credit or entering into any agreements) and to clearly indicate on all literature and correspondence relating to the Business a sign stating “The Out There method is operated under licence from Languages Out There Limited”;

·         to indemnify and hold harmless the Licensor (together with its officers servants and agents) against any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the Licensor arising out of the performance or non-performance by the Licensee of this Agreement or resulting from any and all liability claims arising from the Business;

·         not to furnish any information concerning the Licensor which is not in the public domain, and in particular but without limitation, as to the Licensor’s methods of operation, profits, financial affairs, present or future plans or policies or any other information relating to the Licensor’s operations to any third party other than those items of information provided to members of the website for the purpose of creating a licensing opportunity. This obligation will continue in force after termination of this Agreement; and not to use the Know-How for any purpose other than exploitation of the Business, and not to disclose the Know-How to any third parties.

COPYRIGHT

The copyright and all other rights in the text of the Manual, Learning Materials, Lesson Plans and Courses, including any translations thereof, all other documents supplied by the Licensor, photographs and all secret or confidential information contained therein are the sole property of the Licensor and the Licensee undertakes not to copy the Manual, Materials, Lesson Plans and Courses any translations thereof, photographs and other documents supplied by the Licensor or to disclose any of its contents or concepts to any other party and the Licensee undertakes not to make any direct or indirect use thereof otherwise than in providing the Services in accordance with the terms of this Agreement. For the purpose of this Clause the Manual, Learning Materials, Lesson Plans and Courses shall be deemed to include the Manual, Learning Materials, Lesson Plans and Courses as originally provided to the Licensee together with all translations additions and amendments thereto from time to time

GENERAL

The Licensee shall not assign, transfer, charge, encumber or otherwise deal with the whole or any part of this Agreement or any of its rights or obligations under this Agreement except with the prior consent of the Licensor. The Licensor retains the right to assign, transfer, charge, encumber or otherwise deal with the whole or any part of this Agreement or any of its rights or obligations under this Agreement. If any Clause or any part of any Clause in this Agreement is declared invalid or unenforceable by the judgment or decree, by consent or otherwise, of a court of competent jurisdiction from whose decision no appeal is or can be taken all other Clauses or parts of Clauses in this Agreement shall remain in full force and effect and shall not be affected thereby for the term of this Agreement. No relaxation forbearance delay or indulgence by either party in enforcing any of the terms and conditions of this Agreement or the granting of time by either party to the other shall prejudice, affect or restrict the rights and powers of that party nor shall any waiver by either party of any breach of this Agreement operate as a waiver of or in relation to any subsequent or any continuing breach of this Agreement. The parties shall execute all further documents as may be necessary or desirable to give full effect to the terms of this Agreement and to protect the rights of the parties under it. This Agreement constitutes the entire agreement between the parties relating to its subject matter and each party confirms to the other that it has not entered into this Agreement on the basis of or in reliance on any representations or warranties made or given by the other party its servants or agents. Any notice or other document to be given under this Agreement shall be given by sending the same in a pre-paid first class letter or by courier to the address of the relevant party set out in this Agreement or to any other address which that party may have notified to the other for such purpose. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 14 days after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed stamped and posted. This Agreement shall be governed and construed and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

SCHEDULE 1

Know How

The Out There Provider Manual, Materials, Lesson Plans, Courses and Instructions

SCHEDULE 2

Marks Community Trade Mark in International Classes 9, 16 and 41 registered from 29 Oct 2004

OUT THERE

OUT THERE!

Out There

Plus any new trade mark applications that LOT may file.

SCHEDULE 3

The Term of Subscriptions: Whilst the user’s membership of the site is active and fully paid up.

SCHEDULE 4

The Territory

Worldwide

SCHEDULE 5

Nature of Rights Granted

Non exclusive

The User shall not carry out any act or omission or permit any act or omission to take place that infringes or is likely to infringe any intellectual property rights owned or used by the Siteowner or its licensors including SubHub Limited or otherwise relating to the Site.

WEBSITE LIMITATION OF LIABILITY AND INDEMNITY

The User expressly agrees that the use of, and browsing of the Site is at the User’s own risk. Neither the Siteowner nor any other party involved in creating, producing or delivering the Site, including SubHub Limited, is liable for any direct, incidental, special, consequential, indirect or punitive damages arising out of the User’s access to, or use of, or inability to use the Site or any linked site or for the cost of procurement of substitute goods or services or resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Site or resulting from any unauthorised access to or alteration of your transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible property including legal costs and expenses, even if the Siteowner has been advised of the possibility of such damages.

The User expressly agrees that the downloading of any material from the Site is at the User’s own risk. Neither the Siteowner nor any other party involved in creating, producing or delivering the Site, including SubHub Limited, is liable for any direct, incidental, special, consequential, indirect or punitive damages resulting from the User downloading material from the Site or any linked site, including but not limited to, damages for loss of profits, use, data or other intangible property including legal costs and expenses, even if the Siteowner has been advised of the possibility of such damages.

Without limiting the foregoing, everything on the Site is provided to the User “as is” and “as available” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to every User. The User must check their local laws for any restrictions or limitations regarding the exclusion of implied warranties.

While the Siteowner will use reasonable efforts to include accurate and up to date information on the Site, the Siteowner makes no warranties or representations as to its accuracy or completeness.

The Siteowner is not responsible for any errors or omissions or for the results obtained from the use of such information. The information is provided with the understanding that the information does not constitute any form of advice, recommendation or arrangement by the Siteowner or its affiliates or any other party involved in the Site and is not intended to be relied upon by Users in making (or refraining from making) any decisions based on such information. The User must make their own decisions on whether or not to rely on any information posted on the Site.

The Siteowner reserves the right to modify information displayed on this Site but it does not make any commitment to update the information displayed on this Site. No party [other than the Siteowner] who is involved in the workings of the Site, including SubHub Limited, will at any time be liable or responsible in any way for the content, including Paid-for Content, and information provided on or via the Site and for the User’s use of the Site. From time to time the Siteowner will make available to the User links from the site to third party sites. These sites are not in any way approved, checked, edited, vetted or endorsed by the Siteowner and the User agrees that the Siteowner shall not be responsible or liable in any way for the content, advertising or products available from such sites, the quality, functionality, suitability or legality of such sites or for any dealings that the User may have, or the consequences of such dealings, with such third party site operators. Any arrangements made between the User and any third party named on the Siteowner’s Site are at the User’s sole risk and responsibility and the Siteowner expressly disclaims any liability for third party information or opinions posted on this Site or any linked Sites that arises under criminal or civil laws relating to defamation, intellectual property, infringement, privacy, obscenity, or any other area of law.

Indemnity

The User agrees to indemnify, keep indemnified, defend and hold the Siteowner and its parent companies, subsidiaries, affiliates and their respective officers, directors, employees, owners, agents, information providers and licensors, including SubHub Limited, (collectively the “Indemnified Parties”) harmless from and against any and all claims, damages, liability, losses, costs and expenses (including legal fees) (whether or not foreseeable or avoidable) incurred or suffered by any Indemnified Party and any claims or legal proceedings which are brought or threatened arising from the User’s use of, connection with or conduct on the Site or any breach by the User of these terms. The Siteowner or SubHub Limited reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, and in such case, the User agrees to co-operate with the defence of such claim. Consequences of Breach of these Terms In the event that the Siteowner or SubHub Limited considers or determines, in their complete discretion, that the User has breached, violated or contravened the Agreement or has otherwise demonstrated inappropriate conduct in the use of the Site or the content or services they reserve the absolute right to: (a) warn the User that they have violated the Agreement and ask the User to discontinue such conduct; (b) discontinue the User’s membership of the site and/or any other related services, including Paid-for Content; and (c) take measures (including terminating, suspending or restricting the User’s use of the Site) to prevent the User from using the Site or linking to the Site.

Third Parties

The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement, except in relation to the rights of SubHub Limited.

Proper Law and Jurisdiction

This Agreement and all matters arising from it shall be governed by and construed according to the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales. Entire Agreement This Agreement supersedes all prior agreements, arrangements and undertakings and constitutes the entire agreement relating to the subject matter of this Agreement. The User confirms that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

LANGUAGES OUT THERE LTD/MEETUP.COM RELEASE

Because we may not supervise or control the Out There/Meetup Group Meetings or interactions among or between members of Out There classes/Meetups or Alliances and other persons or companies, and because we are not involved in any way with physical transportation to or from Out There/Meetup Group Meetings or with the actions of any individuals at Out There/Meetup Meetings, and because we do not control Amazon.com, PayPal, credit card companies or other payment processing companies, and because we cannot guarantee the true identity, age, nationality of Platform users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Platform you agree that you bear all risk and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and Organizers and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Platform, your Third Party Transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at, an Out There/Meetup Gathering. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.