Education Elephant Terms and Conditions
GENERAL TERMS APPLICABLE PER ABOVE
- CONTRACT. The ordering or acceptance of any Products and or courses purchased from Education Elephant or its applicable subsidiaries or affiliates (collectively, “Education Elephant”) by any Customer shall constitute an agreement to these standard terms and conditions (the “General Terms”). These General Terms, together with any other applicable terms, as specified below, any terms and conditions published by Education Elephant, quote or purchase order (if applicable to Customer’s purchase) and/or any other terms and conditions, attachments, emails or exhibits associated with the purchased Products (collectively, the “Terms”) constitute the entire agreement between the parties relating to the subject matter hereof, except for any agreements, amendments, or waivers agreed to in writing by both Education Elephant and Customer. Any contrary or inconsistent terms appearing on purchase orders, acknowledgments, or other documents of Customer or oral stipulations shall not be binding on Education Elephant
- PURCHASE AUTHORISATION; SOLVENCY. By ordering Products, Customer represents and warrants that it has complied with any and all of its own requirements necessary to authorise the purchase. Customer is solely responsible for all purchase decisions, including ensuring the compatibility and suitability of all Products. Further, by ordering and accepting delivery, Customer represents to Education Elephant that Customer is solvent and will make payment in full when due for such Products in accordance with the applicable invoice. In the event that the Customer orders and/or accepts delivery of any Products while insolvent, Education Elephant shall have the right to stop shipment of any and all products en route and Customer shall immediately return all such Products actually received to Education Elephant.
- ACCEPTANCE, PRICES, CANCELLATIONS, AND TERMS. Orders are subject to acceptance and availability. Education Elephant prices and other terms shown are subject to change without notice. Education Elephant may make changes in quantities or specifications, delivery schedules, method of shipment, and packaging, and may cancel or terminate work on any order for its own convenience, in whole or in part, by written or electronic notice at any time. Any changes to orders requested by Customer may be approved or rejected in Education Elephant’s sole and absolute discretion. In the event of any errors relating to the pricing or specifications of any Products, Education Elephant shall have the right to refuse or cancel any orders in its sole discretion.
- BILLING AND PAYMENT. All amounts owing from Customer to Education Elephant with respect to any Products purchased from Education Elephant are subject to timely payment due within thirty (30) days of the date set forth on Education Elephant’s invoice. Accounts must be current before subsequent deliveries will be made or Services will be delivered. Customer credit limits may be established and modified by Education Elephant in its sole discretion.
- TAXES. Where appropriate, Customer shall provide Education Elephant with a duly executed tax certificate or number indicating that such purchase is for exemption. Education Elephant shall have no liability for any tax required to be billed, collected, and/or remitted by Customer as a result of sales of Products made by Customer, and Customer shall defend, indemnify, and hold harmless Education Elephant against all losses, penalties, interest, and expense arising out of any claims relating to such liability for taxes. Where applicable, all prices and payments for Products are exclusive of all taxes, and Customer agrees to pay all applicable national taxes, customs and duties and similar tariffs and fees.
- SHIPPING; HANDLING; RISK OF LOSS. Unless otherwise expressly indicated on the face of an order, the shipping term for all deliveries via courier. Once delivered, risk of loss and title is passed to Customer upon transfer of the Physical Products to the customer. Due to continual changes in shipping, costs quoted are estimates and may vary from the actual costs.
- REJECTION. Customer may, immediately on receipt of any incorrect titles or damaged or defective Products, or if Products are not as described, reject and return them to Education Elephant, with authorisation from Education Elephant and at Education Elephant’s expense. Customer assumes, and shall bear and pay, all risks and expenses of returning any such Products without Education Elephant’s authorisation. Shortages, damaged Products or incorrect products must be reported within seven (7) days of delivery. In the event of a shortage, Education Elephant shall ship the items or credit Customer’s account for the shortfall. For damaged Products, Education Elephant shall pick up the Products and issue an appropriate credit or ship replacement Products.
- RETURNS. Except for Products sold on a non-refundable basis, Customer may return, at Customer’s risk and expense, purchased Products no later than 14 days after the invoice date, in accordance with Education Elephant’s standard practices and procedures with pre-approval from Education Elephants Customer Experience. Customer assumes, and shall bear and pay, all risks and expenses of returning any such Products. If Customer returns any Product that is damaged by Customer, used or otherwise ineligible for credit for any reason specified in our policy, Education Elephant has the right to dispose of it without any further obligation, including, without limitation, notice, credit obligation or obligation to return it to the Customer. Where is has been agreed, collection paid for by Education Elephant, the collection must be that of the shipped address.
- MODIFICATION, DISCONTINUATION OR RECALL. Education Elephant may update, enhance and/or expand the content, features of a Product and/or change the name and branding of a Product from time to time. In the event a Product is discontinued by Education Elephant or is the subject of a recall by Education Elephant during the term of Education Elephant’s contract with the Customer, Education Elephant shall be responsible only for, at Education Elephant’s election: (a) supplying Customer with a revised or corrected versions of the Product; (b) replacing the Product with a new product (c) providing a pro-rated credit to Customer that may be applied toward the purchase of other Education Elephants Products in the amount of the costs paid by Customer to Education Elephant for the use of such Product during the remaining term of Education Elephant’s contract.
- COMPLIANCE WITH LAWS. Customer shall comply with all applicable laws and regulations applicable to the purchase of Products. Furthermore, Customer warrants that it shall comply with all applicable data privacy laws.
- EDUCATION ELEPHANT’S INTELLECTUAL PROPERTY RIGHTS. The intellectual property contained in the Products (and any derivative works based on the Products) is confidential and/or proprietary information of Education Elephant and/or its licensors and is protected by copyright, trademark, and other intellectual property laws. Education Elephant, or its licensors, are the sole and exclusive owners and shall retain all right, title and interest in and to the Products, including without limitation all materials, software, webinars, documentation, training and implementation materials, methodology, all parts of presentations and other materials provided in connection therewith, related software code, specifications, documentation, technical information, copyrighted and other proprietary content, Education Elephant and/or Licensor trademarks and brands, information and other materials of Education Elephant, its licensors and other third parties; as well as corrections, modifications, additions, improvements and enhancements to the foregoing; subject to the personal, nonexclusive license to use the Education Elephant granted to Customer for its own non-commercial, incidental use as contemplated herein.
- EQUAL OPPORTUNITY CLAUSE. Education Elephant does not and Customer shall not engage in any discriminatory practices based on race, gender, sexual orientation, age, color, religion, sex, national origin, protected veteran status, marital status or disability.
- FORCE MAJEURE. Education Elephant shall not be deemed in default of its obligations to Customer to the extent that performance of its obligations or attempts to cure any breach are delayed, cancelled, rescheduled or prevented by reason of any act of God, unforeseen disruption, strikes, fire, natural disaster, accident, acts of government, shortage of materials and supplies, or any other cause beyond its reasonable control.
- DISCLAIMER OF WARRANTIES AND INDEMNITIES; LIMITATION OF LIABILITY. ALL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, AND EDUCATION ELEPHANT EXPRESSLY EXCLUDES THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WHILE EDUCATION ELEPHANT DOES ITS BEST TO DESCRIBE EVERY PRODUCT OFFERED AS ACCURATELY AS POSSIBLE, EDUCATION ELEPHANT DOES NOT WARRANT THAT PRODUCTS, SPECIFICATIONS, PRICING, AND/OR OTHER CONTENT EDUCATION ELEPHANT PROVIDES ARE COMPLETE, ACCURATE, RELIABLE, CURRENT, OR ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS EDUCATION ELEPHANTS AND ITS PARENT, AFFILIATES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, COSTS AND EXPENSES INCURRED IN DEFENDING ANY CLAIM, JUDGMENT OR PROCEEDING RELATING TO OR ARISING OUT OF: (I) CUSTOMER’S BREACH OR ALLEGED BREACH OF ITS REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND AGREEMENTS CONTAINED IN THESE TERMS; AND/OR (II) THE DISTRIBUTION, RESALE AND PROMOTION OF PRODUCTS BY CUSTOMER.
TERMS APPLICABLE TO DIGITAL PRODUCTS
In addition to the above General Terms applicable to all Products, the following terms are applicable to the purchase of Digital Products. In the event of a discrepancy between the General Terms and the Terms Applicable to Digital Products, the Terms Applicable to Digital Products shall apply.
- SUBSCRIPTION TERM. Any subscription to Digital Products is for the price and time period or term listed in the applicable Order Document(s). If Customer wishes to extend any Subscription Term, a purchase order, change order, or amendment is to be negotiated for additional fees. If no commencement date for the Subscription Term to the Digital Products is specified in the applicable Order Document(s), the Subscription Term shall be deemed to commence on the date on which the Customer is granted access to the Digital Product as delivered by Education Elephant, and NOT upon Customer activation of the Digital Product unless explicitly stated otherwise, and shall continue until the end of the Subscription Term. Upon expiration or termination of the Subscription Term, Customer will no longer have permitted access to the Digital Product. In the event that Education Elephant must discontinue access to a Digital Product prior to expiration of the Subscription Term, Education Elephant shall provide a pro-rated credit to Customer applicable toward the purchase of other Education Elephant Products. Such pro-rated credit shall reflect the portion of the Subscription Term that remains unused as of the date of discontinuation of the Digital Product.
- HOSTING. Any Digital Products purchased for a limited Subscription Term shall be hosted by or through Education Elephant or its third party vendors such as Teachable or Learndash. Education Elephant may choose to transition the hosting of a Digital Product to a different site or platform without prior written notice to Customer. Any Education Elephant Digital Products Customer wishes to self-host would be considered a separate transaction, and separate agreements and fees are to be negotiated.
- ALLOCATION OF LICENSES. Education Elephant will provide Customer with the number and details of credentials with respect to Digital Products equal to the number of clients or teachers or administrators under the applicable Purchase Order or Invoice.
- LICENSE LIMITATIONS. Customer may not: (1) re-sell, rent or lease a Digital Product or any part of it; (2) copy any part of a Digital Product, except where specifically indicated otherwise or for back-up purposes; (3) reverse engineer, decompile or disassemble a Digital Product or the software through which it is delivered, or convert it into any other format or medium; (4) use more copies of a Digital Product, or deploy a Digital Product on more devices or at more sites, than are authorised by these Terms Applicable to Digital Products and the applicable Order Document(s), or (5) sub-license the Digital Products except as permitted by Education Elephant.
- SECURITY. Customer acknowledges that Digital Products may include security technology to ensure that they may only be used in accordance with the applicable license rights. Customer shall take all reasonable security measures to prevent unauthorised access to the Digital Products. Customer agrees to: (1) accept all responsibility for all activities that occur under user name(s) or password(s) used by Customer; and (2) immediately notify Education Elephant of any unauthorised use of any password or account assigned to Customer, or any other breach of security or confidentiality thereof. In such event, Education Elephant shall have the right, without limitation of any other rights under this Agreement, to terminate any such account or this Agreement in its entirety.