Terms and Conditions

LearnAnything Terms and Conditions

These Terms and Conditions govern your access to and use of the LearnAnything application (the “Software”) and website (the “Site”), any information, text, graphics, or other materials created and/or provided by Yellow River Arts Ltd. and appearing on the Site (the “Content”), Shared Loops (as defined below) and any services and/or software provided through the Site or by Yellow River Arts Ltd. (the “Services”). These Terms of Service limit Yellow River Arts Ltd’s liability and obligations to you, grant Yellow River Arts Ltd. certain rights and allow Yellow River Arts Ltd. to change, suspend or terminate your access to and use of the Site, Content, Files and Services. Your access to and use of the Site, Content, Shared Loops and/or Services are expressly conditioned on your compliance with these Terms and Conditions. By accessing or using the Software, Site, Content, Files and/or Services you agree to be bound by these Terms and Conditions.

YOU UNDERSTAND THAT BY INSTALLING LearnAnything OR BY USING THE SITE, CONTENT, SHARED LOOPS AND/OR SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MAY NOT USE LearnAnything, OR ACCESS OR USE THE SITE, CONTENT, FILES OR SERVICES. IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS AND CONDITIONS AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU ” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS.

Shared Loops

“Shared Loops” as used in this Agreement means the information contained in the data that users upload, download and access through the LearnAnything Software, Site & Services. You are the owner of the loops that you share, and are solely responsible for your conduct and the content of these files, as well as any of the content contained in your communications with other LearnAnything users, including but not limited to User Posts (as defined below).

Yellow River Arts Ltd. does not claim any ownership rights in your Shared Loops. You acknowledge that Yellow River Arts Ltd. does not have any obligation to monitor the Files or User Posts that are uploaded, posted, submitted, linked to or otherwise transmitted using the learnanything Software, Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Files or anything said, depicted or written by users in their User Posts, including without limitation, any information obtained by using the Site or Services. Yellow River Arts Ltd. does not endorse anything contained in the Files or User Posts or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Yellow River Arts Ltd. with respect thereto.

Consent to Access Your Shared Loops

BY UTILIZING THE SITE, CONTENT, FILES AND/OR SERVICES, YOU CONSENT TO SHARE ACCESS TO YOUR SHARED LOOPS WITH ALL OTHER LearnAnything USERS.

While you own the content contained in your Shared Loops, once shared this content is available to other LearnAnything users. By uploading your Shared Loops, you hereby grant all other LearnAnything users and the public a non-exclusive, non-commercial, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, exploit and modify your Shared Loops. In other words, Shared Loops may be used for any purpose except commercial use. If you do not want other people to be able to use your Loops in this manner, then please do not share them. By sharing your Loops using LearnAnything’s “Share” button, you agree and acknowledge that Yellow River Arts Ltd. has no responsibility or obligation to monitor or notify of you of any non-compliance related to the license you have granted and that Yellow River Arts Ltd. has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of that license.

Your Responsibilities

You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses that your Shared Loops require, as described above.

You should be aware that files contained in Shared Loops may be protected by intellectual property rights which are owned by the LearnAnything user who uploaded the Shared Loop. You may not rent, lease, loan, or sell derivative works based on the content(s) (either in whole or in part) of another user’s Shared Loops unless you have been specifically told that you may do so by the rightful owner of that Shared Loop, in a separate agreement.

You acknowledge and agree that you should not rely on the Site, Content, Shared Loops and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, Content, Shared Loops or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site, Content, Shared Loops and/or Services.

Account Security

You are responsible for safeguarding the password that you use to access the Site, Content, Shared Loops and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Yellow River Arts Ltd. of any unauthorized use of your password. You acknowledge that if you wish to protect your transmission of data and/or files to LearnAnything, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Site, Shared Loops and Services.

Your Use of the Services

Yellow River Arts Ltd. grants you a limited, nonexclusive, nontransferable, revocable license to use the Site, Content, Shared Loops and Services subject to the restrictions set forth in these Terms and Conditions.

LearnAnything Property and Feedback

All right, title, and interest in and to the Site, Content, and Services of LearnAnything are and will remain the exclusive property of Yellow River Arts Ltd., including all Intellectual Property Rights (as defined below) therein, even if Yellow River Arts Ltd. incorporates any of your Feedback (as defined below) into subsequent versions. The Site, Content, and Services are protected by copyright and other laws of both the United Kingdom and foreign countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, Content, or Services. You may not copy or modify the HTML or other code used to generate web pages on the Site.

All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to LearnAnything, in any form, and any contributions you make to the Site by posting content and communicating with other LearnAnything users via posts to forums on the site (“User Posts”) will be the sole and exclusive property of Yellow River Arts Ltd. You hereby irrevocably transfer and assign to Yellow River Arts Ltd. and agree to irrevocably assign and transfer to Yellow River Arts Ltd. all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At Yellow River Arts Ltd.’s request and expense, you will execute documents and take such further acts as Yellow River Arts Ltd. may reasonably request to assist Yellow River Arts Ltd. in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback and User Posts. You will not earn or acquire any rights or licenses in the Site, Content, and Services or any Intellectual Property Rights on account of these Terms and Conditions or your performance under these Terms and Conditions.

General Prohibitions

You agree not to do any of the following while using the Site, Content, Shared Loops or Services:

• Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

• Access, tamper with, or use non-public areas of the Site (including but not limited to user folders not designated as ‘public’ or that you have not been given permission to access), LearnAnything’s computer systems, or the technical delivery systems of LearnAnything’s providers;

• Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;

• Attempt to access or search the Site, Content, Files or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by LearnAnything or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools;

• Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;

• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Content, Files or Services to send altered, deceptive or false source-identifying information;

• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Content, Shared Loops or Services;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or plant malware on LearnAnything’s computer system, those systems of LearnAnything’s providers, or otherwise use the Site, Content, Shared Loops or Services to attempt to distribute malware; or

• Impersonate or misrepresent your affiliation with any person or entity.

LearnAnything will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. LearnAnything may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms and Conditions. You acknowledge that LearnAnything has no obligation to monitor any user’s access to or use of the Site, Content, Shared Loops and Services, but has the right to do so for the purpose of operating the Site and the Services, to ensure users’ compliance with these Terms and Conditions, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Digital Millennium Copyright Act Compliance

You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Yellow River Arts Ltd. has adopted and implemented a policy that permits the deletion of files that violate this policy, and that permits the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.

Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that Yellow River Arts Ltd. is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Yellow River Arts Ltd. of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination

If you violate any of these Terms of Service, your permission to use the Site, Content, Shared Loops and Services will automatically terminate. Yellow River Arts Ltd. reserves the right to revoke your access to and use of the Site, Content, Shared Loops and Services at any time, with or without cause, and with or without notice. Yellow River Arts Ltd. also reserves the right to cease providing or to change the Site, Content, Shared Loops or Services at any time and without notice.

Yellow River Arts Ltd. reserves the right to block access to Shared Loops and disable the application function “Share Loop” at any time, with or without notice. Without limiting the generality of the foregoing, and without further notice, Yellow River Arts Ltd. may choose to delete any or all of your Shared Loops.

Use of the Site at Your Own Risk

Your access to and use of the Site, Content, Shared Loops and Services and is at your own risk. Yellow River Arts Ltd. will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site, Content, Shared Loops or Services.

LearnAnything is Available “AS-IS”

THE SITE, CONTENT, FILES AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LearnAnything EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE SITE, CONTENT, FILE AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR SHARED LOOPS TO UNINTENDED THIRD PARTIES.

Yellow River Arts LTD. MAKES NO WARRANTY THAT THE SITE, CONTENT, FILES OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. LearnAnything MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, CONTENT, FILES OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LearnAnything OR THROUGH THE SITE, CONTENT, FILES OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold Yellow River Arts Ltd., its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of the Site, Content, Shared Loops and Services; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that your Shared Loops, or your use of Shared Loops caused damage to a third party, including without limitation claims that your Shared Loops, or use of files therein, infringe the rights of another.

Limitation of Liability

IN NO EVENT WILL Yellow River Arts LTD. BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, CONTENT, FILES AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE, CONTENT, FILES OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LearnAnything HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT Yellow River Arts LTD. IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, Yellow River Arts LTD. WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES AND/OR THE FILES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF Yellow River Arts LTD. TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, CONTENT, SHARED LOOPS AND/OR SERVICES IS LIMITED TO THE PRICE YOU PAID FOR THE SOFTWARE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Yellow River Arts LTD. AND YOU.

Severability

In the event that any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions of these Terms and Conditions will remain in full force and effect.

Waiver

The failure of Yellow River Arts Ltd. to enforce any right or provision of these Terms and Conditions will not be deemed a waiver of such right or provision.

Controlling Law and Jurisdiction

These Terms and Conditions and any action related thereto will be governed by the laws of the United Kingdom. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms and Conditions will be the courts located in the United Kingdom, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms and Conditions are the entire and exclusive agreement between Yellow River Arts Ltd. and you regarding the LearnAnything Site, Content, Services and your Shared Loops, and these Terms and Conditions supersede and replace any prior agreements between LearnAnything and you regarding the Site, Content, Services and your Shared Loops.