End User Licence Agreement and Terms and Conditions
1. The basics
(a) “Learn Laugh Speak” means Learn Laugh Speak Pty Limited ACN 656 495 939 (a company registered in the Commonwealth of Australia). This document explains how the agreement is made up and sets out the terms of our agreement with you.
(b) Learn Laugh Speak provides an online and application based English language course.
(c) Your use and/or purchase of Learn Laugh Speak’s products, services and websites (including affiliated websites and web and mobile applications (the “Services”) is subject to an agreement with us, which comprises:
(i) These terms and conditions (“Main Terms”); and
(ii) Any additional terms we post or give notice about (or otherwise agree with you) applying to the Services (“Further Terms”) which will prevail over the Main Terms if there is an inconsistency
(d) You can only use Services if you accept the Terms. For the Main Terms this can be by:
(i) clicking to accept or agree to the Terms (the words “I accept”), where this option is made available to you by Learn Laugh Speak in the user interface for any Service (whether through a web browser, mobile app or otherwise); or
(ii) by actually using the Services. In this case, you agree that Learn Laugh Speak will treat your use of the Services as acceptance of the Terms from that point onwards.
2. Primary User
(a) Anyone who uses the Services is subject to all Terms except the following:
(i) Fees – subscription (clause 5)
(ii) Indemnity and release (clause 9)
(b) The only party that is subject to the Subscriber Terms (other than us) is referred to in the Terms as the “primary user”. When a user subscribes for the Services and agrees to payment, it will become by default a primary user.
(c) For the avoidance of doubt, the primary user is liable for its own conduct and the conduct of all other users who, through the primary user’s subscription, use the Services.
3. Licence to use the Services
(a) By accepting the Terms, you are granted a non-exclusive licence subject to the Terms to use the Services.
(b) You may not use the Services if you are not of legal age or capacity to form a binding contract with Learn Laugh Speak, or you are a person barred from receiving the Services by law.
4. Provision of the Services by Learn Laugh Speak
(a) Learn Laugh Speak will use all reasonable endeavours to provide the Services as represented on the Learn Laugh Speak website, any Services (including app) interface, or on promotional material.
(b) The Services may change if Learn Laugh Speak in its discretion elects to change them in any way.
(c) Learn Laugh Speak may refuse to allow you to access the Services at its sole discretion without prior notice to you. There may also be a scheduled or unscheduled outage which will stop you using Services and accessing content.
(d) You may stop using the Services at any time.
5. Fees – subscription
(a) Your ability to use the Services is dependent on the primary user paying the fees we charge. In consideration for these fees, the primary user and all users who use the Services under the primary user’s subscription will be granted the licence to use the Services.
(b) Where we charge on a subscription basis, the primary user will be required to pay monthly in arrears depending on the number of users for the month prior. That number is the average number of users for the month, calculated on daily basis from the beginning to the end of each monthly billing period.
(c) Learn Laugh Speak may increase all prices and licence fees associated with the Services by giving you 30 days’ written notice. By continuing to use the Services after that time, you will agree to those price changes and the Terms will otherwise continue to apply.
(d) If fees are not paid on time, we may terminate the licence to use the Services and our agreement with you in our discretion.
6. Your Use of the Services
(a) All users will be subject to and responsible under the Terms, and will also be responsible and indemnify Learn Laugh Speak against all loss and damage occasioned by Learn Laugh Speak as a result of the use of the Services or any breach of the Terms by you and/or any of your employees, servants, agents or contractors. In addition to this, the primary user is responsible for the conduct (and will indemnify us against all loss associated with the conduct) of all users who use the Services through its subscription.
(b) In order to access certain Services, you will be required to provide information about yourself (identification, payment and contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You warrant that this information will be accurate and we rely on that being the case. We are not responsible for loss because of inaccurate information being supplied.
(c) Any data you provide to Learn Laugh Speak will be error free, legible (or audible) in a manner that will reasonably be considered to allow us to provide the Services. We will not be liable to you in any respect for any amount for any loss suffered by you if you have not provided information of such quality.
(d) You warrant that you have permission to upload or enter any content to the Services that is or may be required.
(e) You agree to use the Services only for purposes that are agreed at the time of using the Services and in accordance with law.
(f) You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Learn Laugh Speak, unless you have been specifically allowed to do so in a separate agreement with Learn Laugh Speak.
(g) You agree that you will not do anything that interferes with or disrupts the Services.
(h) You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, and you will not alter, modify, reverse engineer, remove or otherwise obscure any content that you access by using the Services. You must keep all aspects of the Services, including any source code, completely confidential and will not provide any such information to any other party. You will indemnify and hold harmless Learn Laugh Speak for any loss it suffers if you breach this obligation.
7. Your account security and data security
(a) You have to maintain the privacy of your password. If you become aware of any unauthorised use of your password or of your account, you agree to change your account password and notify Learn Laugh Speak immediately using the contact details on our website or within the Services.
(b) You cannot transfer your account to another person unless we and the primary user agree.
(c) We are not responsible for the unauthorised use of your account unless required by law.
8. Intellectual property
(a) Learn Laugh Speak has the right to use the “Learn Laugh Speak” name, and all intellectual property in the provision of the Services.
(b) The Services may contain information which is designated confidential by Learn Laugh Speak and that you must not disclose such information without Learn Laugh Speak’s prior written consent.
(c) You acknowledge that you have no ownership in the intellectual property comprised in the Services or any right to sue our intellectual property except while using the Services (and only where necessary for the use of the Services).
(d) In the event that Learn Laugh Speak creates any aspect of the Services or any other work at your request, you agree that Learn Laugh Speak will own all intellectual property in such work and its product. You will transfer or assign all such rights on request by Learn Laugh Speak.
(e) You agree to wholly indemnify Learn Laugh Speak for any loss or damage suffered by Learn Laugh Speak by reason of any breach by you of this clause.
9. Indemnity and release
To the fullest extent permitted by law, the primary user agrees to indemnify Learn Laugh Speak and hold it harmless against any loss (either direct or indirect) damage or expense whatsoever which Learn Laugh Speak may suffer or incur in respect of:
(1) Your use of the Services.
(2) Any breach by you of the provisions of the Terms;
(3) Any claim Laugh Speak by any person in connection with your infringement of any of our intellectual property rights.
10. Terminating the agreement
(a) The Terms will continue to apply until terminated by either you or Learn Laugh Speak as set out below.
(b) The primary user may terminate this agreement by giving notice or any other notice requirement specified in Further Terms or other agreement between you and Learn Laugh Speak. Any fees paid prior to termination will not be refundable to you. You will also be required to pay all fees up to and including the date of termination of the agreement.
(c) Learn Laugh Speak may at any time, terminate its legal agreement with you if:
(i) you have breached any provision of these; or
(ii) Learn Laugh Speak is required to do so by law; or
(iii) any third party regarding whom Learn Laugh Speak offered the Services to you has terminated its relationship with Learn Laugh Speak or ceased to offer the Services to Learn Laugh Speak or you; or
(iv) the primary user has not made payment as required for the Services;
(v) Learn Laugh Speak is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(vi) for any other reason Learn Laugh Speak in its reasonable discretion thinks fit.
(d) Termination of the agreement will result in an automatic revocation of any licence provided under it in relation to the Services, unless otherwise agreed in writing with Learn Laugh Speak.
11. LIMITATIONS OF LIABILITY
(a) It is your responsibility to back up data. We do not warrant that we will back up your data in relation to the Services.
(b) Whilst we warrant to use reasonable endeavours to provide the Services as we say we will, the Services are otherwise provided on an ‘as is’ basis and used at your own risk.
(c) You acknowledge that we use a third party platform to host the Services and any use is therefore subject to any terms that apply to the use of that platform, as well as the Terms.
(d) We cannot guarantee that and disclaim any warranty that:
(i) Your specific requirements will be met by using the Services;
(ii) Any specific outcome will be achieved by using the Services;
(iii) The Services will be error-free, or free from bugs or viruses;
(iv) The Services will be always available on demand.
(e) To the fullest extent permitted by law, Learn Laugh Speak’s liability to you will be limited to the fees paid to Learn Laugh Speak for your use of the Services in the 12 months prior to any claim being brought.
12. Other content
The Services may include hyperlinks to other web sites or content or resources. Learn Laugh Speak may have no control over and is not responsible for any web sites or resources which are provided by companies or persons other than Learn Laugh Speak. These Terms do not apply to any other websites, content or resources and you will be subject to the terms applicable to them.
(a) The Terms constitute the whole legal agreement between you and Learn Laugh Speak regarding use of the Services, except where otherwise agreed.
(b) You may not assign your obligations or rights under the Terms without Learn Laugh Speak’s written consent. Learn Laugh Speak may assign its rights and obligations under the Terms at any time and without the need for your consent.
(c) Learn Laugh Speak may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
(d) If Learn Laugh Speak does not exercise or enforce any legal right or remedy which is contained in the Terms, this will not be taken to be a waiver of Learn Laugh Speak’s rights.
(e) If any court says that a provision of the Terms is invalid, the applicable provision will be read down to become valid or otherwise severed.
(f) No agency or partnership shall be construed to have been created by virtue of this agreement.
(g) The Terms, and your relationship with Learn Laugh Speak under the Terms, is governed by the laws of the State of New South Wales (or Australia where applicable). You and Learn Laugh Speak agree to submit to the non-exclusive jurisdiction of the courts located within the State of New South Wales (or Australia, where applicable) to resolve any legal matter arising from the Terms.
(h) You acknowledge and warrant that you are of legal capacity and have obtained, or had a reasonable opportunity to obtain independent legal advice in relation to the Terms and enter this agreement with an understanding of the legal and practical effect of the Terms.