These Terms apply to your use of the Satchel Classes Services and our Platform, and we encourage you to read them carefully. The Terms and any attachments related to it, including our Acceptable Use Policy applicable guidelines and any Service Plan(s), forms a legal Agreement between you and Satchel Classes for your use of the Services. If you, or an Organisation you are affiliated with, have entered into an Enterprise Agreement with Satchel Classes, your use of the Services and Resources will be governed by the Enterprise Agreement and the documents incorporated therein.
“Acceptable Use Policy” means the Satchel Classes Acceptable Use Policy in force from time to time and accessible here.
“Administrator” means your Organisation’s designated administrator of your Satchel Classes account, if applicable.
“Agreement” is the collective term that encompasses these Terms, the Acceptable Use Policy, any Service Plan and, if applicable, the Enterprise Agreement or Content Subscription.
“Agreement” means these terms and conditions and the Order.
“App” means Satchel Classes´s software/mobile applications.
“Apple” means Apple Inc.
“Children” means children under age 16 except for the United States where it is children under age 13.
“Code” means a code or other offer provided or sold by or on behalf of Satchel Classes for access to a paid Service Plan subscription and/or Content Subscription.
“Content Subscriptions” means the various libraries of premium content available for purchase on a subscription basis in addition to the Service Plan chosen by each user.
“Enterprise Agreement” means a separate agreement entered into by Satchel Classes and your associated Organisation.
“Satchel Classes” means [Teachercentric Limited] (UK Company Number: 06055034).
“Satchel Classes Brands” means all Satchel Classes trademarks, service marks, trade names, logos, domain names, and any other features of the Satchel Classes brand.
“Organisation” means an organisation to which you are affiliated, such as your employer.
“Platform” means Satchel Classes´s Websites and Apps where the Services are available.
“Public User Content” means, as some Services are based on User Content and relies on users contributing content to the Service, the Content whereby the User, on their own choice and by actively toggling the “publish” button, makes certain User Content, such as Satchel Classes games/quizzes, available to the general public.
“Resources” means the information, resources, services, products, and tools provided for you in the Satchel Classes Services.
“Service Plan” means the various subscription plans for which the Services are available.
“Services” means the Satchel Classes services, including any software, that you subscribe to under these Terms.
“Subscription Period” means the duration of the applicable Service Plan and/or Content Subscription.
“Terms” means these general terms and conditions applicable to your use of the Services.
“Third Party Applications” means websites and services delivered by third parties that are integrated in the Services and Resources in order to make certain features, content, products, and/or services available to you.
“Trial” means trials of paid Service Plan subscriptions or Content Subscriptions for a specified period without payment or at a discounted rate.
“User Content” means the content and data which Users upload to the Service, including without limitation quizzes, pictures, video, text, messages, information, user feedback, and any other content.
“User Personal Content” means personal user data.
“Website(s)” means the Satchel Classes websites including [X].
These Terms define the terms and conditions under which you are allowed to use the Services and consume Resources. If you do not agree to these Terms, you must immediately discontinue your use of the Services and Resources.
The terms and conditions of this Agreement shall apply to the exclusion of any other terms and conditions.
No variation to the Agreements or these terms and conditions shall be binding unless agreed in writing between the authorised representatives of Satchel Classes and the User. For the avoidance of doubt, nothing agreed via telephone shall be binding unless confirmed by Satchel Classes in writing and not disputed by you within seven (7) days of the date of such confirmation.
You agree to only use the Services and Resources for the purposes intended and as permitted by the Agreement and in accordance with applicable laws. If you use the Services in breach of the Agreement or applicable laws, we may terminate your account and/or suspend your use of the Services.
You are responsible for maintaining the confidentiality of your account and any non-public authentication credentials associated with your use of the Services. You must promptly notify our customer support team about any possible misuse of your accounts, authentication credentials or any security incident related to the Services.
You represent and warrant that information you provide when registering for an account is accurate and you shall not misrepresent personal information or otherwise be untruthful about your identity in connection with your use of the Services. Satchel Classes reserves all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity in connection with their use of the Services. Notwithstanding the foregoing, you acknowledge that Satchel Classes cannot guarantee the accuracy of any information submitted by any user or the identity of any user who chooses to use the Services. We are not obliged to verify the identity of any user.
If you use an email address provided by an Organisation you are affiliated with (such as an employer or a school) to order the Service, you represent that you have authority to use that Organisation’s domain to sign up for a Service Plan in your capacity as a member of that Organisation. The Organisation, as the owner of the domain associated with your email address, may assume control over and manage your use of the Services. In such a case, your Organisation’s designated Administrator may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. Satchel Classes may inform you that your associated Organisation has assumed control of the Services covered by your Service Plan, but Satchel Classes is under no obligation to provide such notice. If your Organisation is administering your use of the Services or managing the tenant associated with your Service Plan, direct your data subject requests and privacy inquiries to your administrator. If your Organisation is not administering your use of the Service or managing such tenants, direct your data subject requests and privacy inquiries to Satchel Classes by contacting us at [firstname.lastname@example.org].
Satchel Classes provides certain Services and Resources which may be used by children. Children are not regarded as fully independent users of the Services and Resources. It is the parents’/guardians’ responsibility, respectively, to ensure that the use of the Services and Resources is in accordance with the Agreement and to safeguard the children’s safety and privacy. Apart from the limitations within the functioning of the Services, Satchel Classes has no control over how parents/guardians oversee the children’s use of the Services as Satchel Classes does not interact directly with the children using the Services and Resources. In addition, it is the responsibility of the parent/guardian to notify and inform Satchel Classes when creating an account so that appropriate restrictions can be implemented. A failure to comply with this provision will mean that Satchel Classes has no liability to the User, child and/or entity.
The Services and the Resources are the property of Satchel Classes and Satchel Classes’ content licensors (as applicable). We grant you a limited, non-exclusive, revocable license to make use of the Services and the Resources (the “License“) in accordance with the Agreement.
In our Free Service Plans, the License permits use for non-commercial purposes only. If you wish to use the Services and Resources for professional or commercial purposes you must have a Paid Service Plan. In any event, you are not allowed to use Satchel Classes for advertising, marketing or sales activities unless expressly authorised by Satchel Classes in an agreement or under your Service Plan. You agree to abide by our Acceptable Use Policy and any other user guidelines which at any time apply to your use of the Services and the Resources.
Except for the rights expressly granted to you in the Agreement, Satchel Classes grants no right, title, or interest to you in the Service or Resources. For the avoidance of doubt, you may not charge any fees or require any payment as part of your use of the Service or the Resources, except as expressly authorised by Satchel Classes.
The Satchel Classes Brands are the sole property of Satchel Classes or its licensors. The Agreement does not grant you any rights to use any Satchel Classes Brand for any purpose, whether for commercial or non-commercial use.
The Services are available under different Service Plans. Our Websites provide details of the available Service Plans, which can be categorised as one of the following:
Free Service Plans: Our free Service Plans offer access to a limited set of features in the Services. The free Service Plans can be used for non-commercial purposes only.
Paid Service Plans: Our paid Service Plans give access to more features and functionality. The Paid Service Plans are permitted for use in professional and commercial settings, such as training, surveys and events, both for internal and external audiences. The features and functionalities available depend on the plan type. Each plan has limitations on the number of licenses and participants.
The Service Plans vary based on the Service you have chosen to subscribe to, and the content and features of a Service Plan may vary based on when you signed up and whether you have signed up through our Website or via the App. Details about the different Service Plans are available on our website.
You can manage your Service Plans from your Satchel Classes user account. If you have purchased a Paid Service Plan through a distribution platform such as Google Play or Apple App Store, you must manage your account through such platforms.
In addition to your chosen Service Plan, you may purchase certain Content Subscriptions from the Satchel Classes Platform
A Content Subscription gives you access to a library of content that is curated at Satchel Classes' sole discretion.
You acknowledge that the content available through each Content Subscription is subject to change at Satchel Classes' sole discretion, including without limitation the removal and addition of content or change of existing content.
You agree to only use the content available through Content Subscriptions in accordance with all terms and conditions applicable to Services and Resources, including without limitation the Acceptable Use Policy. In particular, you are not entitled to change, resell, or share such content in any other way than expressly permitted herein.
Satchel Classes does not verify and cannot guarantee the accuracy, relevance, integrity, fitness for a particular purpose, availability, or quality of any content included in Content Subscriptions.
You can manage your Content Subscriptions from your Satchel Classes user account.
Paid Service Plans and Content Subscriptions can be purchased directly from Satchel Classes in the App or on our Website, through third parties or through an Enterprise Agreement with Satchel Classes. This section of the Terms only applies where you have signed up for one of our Paid Service Plans or Content Subscriptions directly from us through our App or web site.
You promise that your registration information, payment details (if you have signed up for a paid Service Plan subscription) and any other information that you submit to us are true, accurate, and complete, and you agree to keep it that way at all times. If you have provided incorrect or inaccurate information, you should return to the log-in screen or correct such information in your account settings. You promise that no other person shall be allowed to use or access your account, or in any other way make use of the rights conferred to you pursuant to the Agreement.
All Paid Service Plans and Content Subscriptions are payable in advance of each Subscription Period, non-cancelable and, except as expressly stated in an Enterprise Agreement, non-refundable.
You will be charged prior to being granted access to your Paid Service Plan or Content Subscriptions. At the end of your current Subscription Period, your Paid Service Plan and/or Content Subscriptions subscription will automatically renew and you will be charged for the next Subscription Period in accordance with your registered payment information.
If you don’t pay for your Paid Service Plan on time, Satchel Classes reserves the right to suspend your account or remove Paid Service Plan features.
If you do not wish to renew your Subscription Period for a Paid Service Plan or Content Subscriptions, you must cancel your Paid Service Plan and/or Content Subscriptions before the end of your current Subscription Period. Any cancellation will become effective on the first day after the last day of your current Subscription Period. Upon cancellation, your access to features that are exclusive to the Paid Service Plans or Content Subscriptions will cease, and your subscription will be automatically downgraded to a Free Service Plan for the Service you subscribe to (if available). Satchel Classes may cancel any trial, Paid Service Plan, Content Subscriptions and/or any other Services at any time for any reason, with or without prior notice.
You may at any time upgrade or downgrade your Paid Service Plan subscription to a different Service Plan. If you have downgraded your subscription to a lower tier Service Plan, such downgrade will take effect on the day after the last day of the current Subscription Period. If you have upgraded your subscription to a higher tier Service Plan, such upgrade will take effect immediately subject to payment of the applicable upgrade fee.
Upon becoming effective, your Service Plan upgrade will apply for the duration of your current Subscription Period, and your next Subscription Period renewal will be based on terms of your upgraded Service Plan.
Satchel Classes may change the price for a Paid Service Plan and/or Content Subscription. If such price change applies to you it will be effective from the beginning of your next Subscription Period. Your continued use of the Services constitutes your acceptance of the price change. If you do not agree with the price changes, you have the right to reject the change by cancelling your subscription prior to your next Subscription Period renewal.
We do not provide any refunds if the price for a Paid Service Plan or Content Subscription drops, or if we offer subsequent promotional pricing or change the content or features of a Service Plan.
Satchel Classes may decide to change or replace our Service Plans. If the Service Plan you have subscribed for is changed or replaced, your subscription will automatically be for the Service Plan that corresponds with the pricing of your original plan unless you chose to upgrade your subscription.
We may, at our own sole discretion, offer you a Trial. We reserve the right to revoke the Trial and put your account on hold in the event that we determine that you are not eligible. Separate terms and conditions, including restrictions on available features or areas of use, may apply when using a Service under a Trial.
For some Trials, we’ll require you to provide your payment details to start the Trial. In such cases, your Trial will automatically be converted to a paid subscription for the selected Service Plan and/or Content Subscription as of the first day after the end of your Trial period. We will use the payment details you provided when you started the Trial to charge you. If you do not want to continue using your selected Service Plan on a paid subscription basis, or a Content Subscription, you must cancel your subscription before the end of the Trial period.
If you have received a Code, separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions.
Paid subscription Codes purchased from third parties or through other platforms (e.g. Google Play or Apple App Store) are subject to the refund policies of those platforms. Satchel Classes cannot be held responsible for these platforms’ policies.
Prices listed may not include sales or value added tax and applicable tax may be calculated and added at the time you complete a transaction and, depending on where you made the purchase, such tax may not be visible to you until you receive a receipt for your purchase. In certain jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of purchase.
The Service is integrated with Third Party Applications that make available content, products, and/or services to you. Use of these Third Party Applications is optional. The Third Party Applications may have their own terms and conditions and privacy policies, which you agree to be bound by when you choose to use these Third Party Applications, including but not limited to YouTube; https://www.youtube.com/t/terms
Whenever the User makes use of a feature that allows it to upload content to Satchel Classes, or to make contact with other users of Satchel Classes, the User confirms their compliance with the content standards set out in the Acceptable Use Policy.
The User warrants that any such contribution does comply with those standards and that they will be liable to Satchel Classes which will include an indemnity for any breach of that warranty.
You promise that with respect to any User Content you post on Satchel Classes: (i) you have all rights necessary to upload such User Content to the Service and to grant the above license to Satchel Classes and (ii) such User Content, or its use by Satchel Classes does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others.
You and any connected entity hereby grant to:
Satchel Classes a perpetual, worldwide, non-exclusive, royalty free and fully paid licence to, without limitation, use, sublicence, copy, repost, transmit or otherwise distribute, publish, translate, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public the content or information or materials uploaded to the Platform or the site or contained in User Content through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content; and all other Users and participants a non-exclusive licence to view, download, display, reproduce or perform (if applicable) the generated content solely as necessary for such entity to participate in the relevant Platform activity or functionality.
Satchel Classes has the right to disclose your identity to any third party that is claiming that any content posted or uploaded by the User to Satchel Classes constitutes a violation of their intellectual property rights, or of their right to privacy.
Unless agreed differently in a separate agreement with us, Satchel Classes may review, monitor, edit or remove User Content in our sole discretion, but is under no obligation to do so. In all cases, Satchel Classes reserves the right to remove or disable access to any User Content that breaches the Agreement, including breach of our Acceptable Use Policy and Editorial Guidelines. Removal or disabling of access to User Content shall be at our sole discretion.
The User acknowledges and agrees that Satchel Classes acts merely as a passive conduit and/or host for the uploading storage and distribution of such content. The views expressed by other users on Satchel Classes does not represent the views or values of the company. Satchel Classes cannot and does not review the content created or uploaded by its users, and neither does Satchel Classes nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders have any obligation, and does not undertake or assume any duty, to monitor Satchel Classes for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of this Agreement or applicable law.
Access to Online Classes is only available online via an internet connection. Online Class participants must have an appropriate user identification to gain access, and all names must be provided to Satchel as needed.
Once access is established, an access notification will be provided to the contact identified in the Order or to the registrant via e-mail. Delivery shall be considered to be complete when Satchel provides the Customer confirmation of access by e-mail.
Access to Online Classes will be provided within a reasonable amount of time prior to the commencement of the Course and following the receipt of full payment. Access duration will start from the date the original access is established and last for the agreed duration detailed in the (i) product description, (ii) Order or (iii) any other documentation (as applicable).
The Customer shall check the Online Classes for completeness and notify Satchel immediately in the event the Online Classes is incomplete.
In case the Customer experiences difficulty in accessing the Online Classes, all support services are provided as stated on the Platform or in the access notification documentation.
Customer acknowledges that internet access is a pre-requisite for it to use the Online Courses. Certain Online Classes, but not all, may provide a restricted download capability. As soon as the Customer opens the file through a computer or mobile, the copy protection key is validated through the internet, and the Customer can access the Online Classes. Customer acknowledges that once the key is validated, the file cannot be copied to another computer.
The User is solely responsible for all of their content uploaded, posted or distributed to, on or through Satchel Classes, and to the extent permissible by law, Satchel Classes excludes all liability with respect to content and the activities of users.
The User and/or Organisation must not, and must procure that its children, employees, contractors, users, pupils, agents and representatives do not, use the Platform or Services:
The User must not misuse the platform by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. The User must not attempt to gain unauthorised access to the platform, the server on which it is stored or any server, computer or database connected to the Platform or Online Classes. The User must not attack the platform via a denial-of-service attack or a distributed denial-of service attack.
Except if you publish it then User Personal Content is available to you only and will be kept with limited visibility and only used by Satchel Classes for the purposes of providing the Services and Resources. We will keep all personal data which you submit to the Services, secure and only process your data for the purpose of providing the Services to you.
You hereby grant Satchel Classes a worldwide, non-exclusive, limited term license to access, use, process, and display User Personal Content only as reasonably necessary: (i) to provide, maintain and updated the Services, (ii) to prevent or address service, security, support or technical issues, (iii) as required by law and (iv) as expressly permitted by you.
The copyright in and all other intellectual property rights relating to the Platform content and the Services are solely owned by and hereby reserved to Satchel Classes. Under no circumstances may the whole or any part of the Platform content and the Services be produced or copied in any form or by any means or translated into another language without the prior written permission of Satchel Classes.
The Platform and the Services remain the property of Satchel Classes and all title to them, including all content, remains with Satchel Classes. Users or organisations only receives a license to use the Platform or Services for the duration of the Event and pursuant to the terms hereof.
Every user on the Platform must be licensed under these terms and conditions for accessing, downloading, or using the Online Classes or Platform. Users, their participants and others who have access to the Online Classes or Platform must be informed of Satchel Classes' intellectual property and rights of authorship and their duty to conform to laws governing intellectual property rights. Users shall carefully safeguard the Online Classes and any Course documentation that has been made available to the User or Event participants, to prevent their misuse. User is permitted to use the Online Classes, Course documentation and Platform only for its own personal use, only for the duration of the Event and only for those who have licensed the relevant Event. The Platform, Course documentation and Online Classes are confidential and proprietary information of Satchel Classes and customer agrees not to disclose this information to any third party or use such information except as expressly permitted herein.
User acknowledges that Satchel Classes shall be entitled to seek injunctive relief for any breach of this agreement by User or their participants from which irreparable harm would ensue.
Copyright Infringement and DMCA Policy. Satchel Classes respects the intellectual property rights of others. If you believe that material located on or linked to by Satchel Classes violates your copyright, you are encouraged to notify Satchel Classes imediately. Satchel Classes will respond to all such non-frivolous notices, including undertaking the removal of the infringing content or disabling all links to the infringing content, as required or appropriate. In the case of a visitor who may infringe, once or repeatedly, the copyrights or other intellectual property rights of Satchel Classes or others then Satchel Classes may, in its discretion, terminate or deny access to, or use of, the Service. In the case of such termination, Satchel Classes will be under no obligation to provide a refund of any amounts previously paid to Satchel Classes by that User.
Trademarks. Satchel Classes, Satchel Classes.com, the Satchel Classes logo, and all other trademarks, service marks, graphics and logos used in connection with Satchel Classes, or the Service are trademarks or registered trademarks of Satchel Classes or Satchel Classes' licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any Satchel Classes or third-party trademarks. Audio files and software may not be sold or redistributed, or offered as a service to others.
As the creator of your Satchel Classes account you have access and control over the Satchel Classes account and the devices that are used to access the Service. To maintain control over the account and to prevent anyone from accessing the account, you should maintain control over the devices that are used to access the Service and not reveal the password nor any payment details (if any) associated with your account to anyone. you are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. you are also responsible for preventing unauthorised access and use of your account by any other than you. We can terminate your account or place your account on hold in order to protect you, Satchel Classes or our partners from conducting or attempting to conduct identity theft or other fraudulent activity.
Information as to how Satchel Classes is using personal data where it acts as a data controller can be found in the Satchel Classes Privacy Statement.
The Data Processing Agreement located at Satchel Classes Privacy Statement shall govern with respect to the protection of personal data processed in connection with this Agreement.
The Agreement will continue to apply for as long as you use a free or paid Satchel Classes account. Satchel Classes may terminate the Agreement or suspend your access to the Service at any time, including in the event of your actual or suspected unauthorised use of the Service and/or Resources, or non-compliance with the Agreement. If you or Satchel Classes terminate the Agreement, or if Satchel Classes suspends your access to the Service in accordance with the Agreement, you agree that Satchel Classes shall have no liability or responsibility to you and Satchel Classes will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
Any License granted to you on the Services and Resources not already terminated by the expiry of your Service Plan shall be terminated as of the termination or expiry of the Agreement.
You hereby acknowledge and agree that the perpetual license granted to Satchel Classes by you will continue after expiry or termination of any of the Agreement for any reason.
Sections of the Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreement, shall survive termination.
We can assure you that the Services will perform materially in accordance with the description of the Services and Resources as set out on our Websites. For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We will notify you in advance of any planned downtime which is expected to result in significant downtime. In the event of any breach of Satchel Classes' obligations in this section 12, Satchel Classes shall its own expense (i) use reasonable endeavours to rectify such non-compliance, and if rectification is no reasonable possible (ii) replace all the non-conforming parts of the Services and Resources. Satchel Classes disclaims any other warranties than those set out in the Agreement. Further, under no circumstances will Satchel Classes be liable for any Third Party Applications, including the failure of any such Third Party Applications.
Prohibited Activities. You may only engage in educational and study-related activities while using the Service.
In relation to material defects then Satchel Classes in its sole judgement, may decide to eliminate such material defects, make a replacement available or indicate a reasonably acceptable way to avoid the impact of such material defect.
Satchel Classes shall not be responsible for breach of these warranties if caused by:
An Organisation and/or User hereby warrant, represent and undertake to Satchel Classes and its representatives which is to include tutors or assistants that:
LIMITATION OF WARRANTIES OF Satchel Classes, ITS SUPPLIERS AND ITS LICENSORS. EXCEPT AS OTHERWISE EXPRESSLY STATED, ALL CONTENT POSTED TO OR AVAILABLE FROM THE SERVICE IS PROVIDED "AS IS", AND Satchel Classes, ITS SUPPLIERS AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. YOU UNDERSTAND AND AGREE THAT YOU ACCESS OR DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT Satchel Classes, ITS SUPPLIERS AND ITS LICENSORS WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DATA THAT RESULTS FROM THE DOWNLOAD SUCH CONTENT OR THE USE OF THE SERVICE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Satchel Classes, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR (II) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER Satchel Classes HAS BEEN MADE AWARE OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Satchel Classes' AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO Satchel Classes UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.
Satchel Classes' total liability under these Terms in both contract and tort shall not exceed the price paid for the Platform and/or Services.
Nothing in the Agreement removes or limits Satchel Classes' liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
All claims against Satchel Classes are time-barred after a period of six months from the date the claim arose.
In addition to the sections above, and notwithstanding anything to the contrary in Terms, this section applies with respect to your use of any version of our app compatible with the iOS operating system of Apple. Apple is not a party to this Terms and does not own and is not responsible for the app. Apple is not providing any warranty for the app except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the app and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the app, including any third-party product liability claims, claims that the app fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the app, including those pertaining to intellectual property rights, must be directed to Satchel Classes. The license you have been granted in these Terms is limited to a non-transferable license to use the app on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set out in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. Notwithstanding these rights of Apple and Apple’s subsidiaries, Satchel Classes' right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Satchel Classes and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against any claims and all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from or in connection with (i) Your breach of the Agreement, (ii) any User Content, (iii) any activity in that You or anyone using your account engages on or through the Service and (iv) Your violation of any law or the rights of a third party. We reserve the right to take over the exclusive defence of any claim for which we are entitled to indemnification under these Terms. In such an event, you shall provide us with such cooperation as is reasonably requested by us.
Other than as stated in this section or as explicitly agreed upon in writing between you and Satchel Classes, the Agreement constitutes all the terms and conditions agreed upon between you and Satchel Classes and supersedes any prior agreements in relation to the subject matter of these Agreement, whether written or oral.
Unless as otherwise stated in the Agreement, should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreement, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Satchel Classes or any third party beneficiary to enforce the Agreement or any provision thereof shall not waive Satchel Classes’ or the applicable third party beneficiary’s right to do so.
Satchel Classes may assign the Agreement or any part of them, and Satchel Classes may delegate any of its obligations under the Agreement. You may not assign the Agreement or any part of them, nor transfer or sub-license your rights under the Agreement, to any third party.
Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing and by email.
We reserve the right to change these Terms from time to time. Changes may for example be made to accommodate new products or services, to adapt to legal requirements, or otherwise to better adapt the Terms to our business. If there is a material change to these Terms, we will notify you either by email to your registered email account, in-App or in-Service notifications or on our official Websites (as appropriate). It is your responsibility to read any such notice carefully. Your continued use of the Services after such changes will constitute acknowledgment and agreement of the modified Terms. If you do not wish to continue using the Service under the new version of the Terms, you may cancel your Service Plan or terminate the Agreement. We reserve the right to change the Acceptable Use Policy at any time without notice.
All Disputes reported to Satchel Classes via the Platform will be investigated at Satchel Classes' option.
The parties agree that they shall attempt in good faith to resolve any Dispute promptly through negotiations between the parties and an officer of Satchel Classes. Satchel Classes will use all reasonable endeavours to provide a written response via email to any material issue raised via the Platform within fourteen (14) days. Satchel Classes reserves the right to inform a party respectively of any Dispute raised against them and to provide them with a copy of any response provided by Satchel Classes.
You agree to cooperate fully with Satchel Classes in resolving any Dispute.
Satchel Classes reserves the right to suspend access to the Platform with immediate effect while an investigation is conducted.
Access to the Platform may be reactivated once an investigation has been completed.
The consequence of any investigation instigated by a party is entirely at Satchel Classes' discretion.
This Agreement and any claims relating to its subject matter will be governed by and construed in accordance with the laws of England, without reference to its conflicts of law principles. Satchel Classes and the relevant party hereby agree to submit to the exclusive jurisdiction of the courts located in London in respect of any dispute in relation to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. Either party must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within six months from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
Notwithstanding any other provision in this Agreement, nothing in this Agreement shall create or confer (whether expressly or by implication) any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person not a party hereto.
Any delay or non-performance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.