Terms of Service
Virtual Slate SAAS
.Thank you for selecting the Services offered by Lingel Learning Pty Ltd. and/or its subsidiaries and affiliates (referred to as “Virtual Slate”, “Lingel Learning”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Lingel Learning. By accepting electronically, installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
A. GENERAL TERMS
This Agreement describes the terms governing your use of Virtual Slate provided to you online, including content, updates and new releases (collectively, the “Services”). It includes by reference:
- Additional Terms and Conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
YOUR RIGHTS TO USE THE SERVICES
- The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Lingel Learning. Lingel Learning reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Lingel grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
- You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any unauthorized third party.
- Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
- Make the Services available on any file-sharing or application hosting service.
- You are responsible for all the content and materials uploaded, posted or stored through your use of the Services. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Lingel Learning is not responsible for the Content or data you submit through the Services.
- You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
- Except as permitted by Lingel Learning in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
- Lingel Learning may send you communications, such as notifications, news and or other Products. You agree that Lingel Learning may send these communications to you via email or by posting them on our websites.
- You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Lingel Learning if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
DISCLAIMER OF WARRANTIES
- YOUR USE OF THE SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LINGEL LEARNING, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,”SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. LINGEL LEARNING AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.
- LINGEL LEARNING, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF VICTORIA AUSTRALIA AND FOR THE AVOIDANCE OF DOUBT LINGEL LEARNING DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.
LIMITATION OF LIABILITY AND INDEMNITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF LINGEL LEARNING, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE ONE (1) MONTH PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, LINGEL LEARNING, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET LINGEL LEARNING SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF LINGEL LEARNING AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF LINGEL LEARNING, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Lingel Learning and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Lingel Learning reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Lingel Learning in the defense of any Claims.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
Lingel Learning may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Lingel Learning’s rights to any payments due to it. Lingel Learning may terminate a free account at any time by giving 2 weeks notice. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.
GOVERNING LAW AND JURISDICTION
This Agreement will be governed by the laws of Victoria Australia, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Lingel Learning’s or its Suppliers’ intellectual property rights may cause Lingel Learning irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Lingel Learning shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Lingel Learning’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of Victoria Australia and you agree that you will procure that any third party making a claim against Lingel Learning arising out of this Agreement shall bring such claim exclusively in the Victoria Australian courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.
Lingel Learning does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Lingel Learning prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
This Agreement, including the Additional Terms below, is the entire agreement between you and Lingel Learning and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Lingel Learning. However, Lingel Learning may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Lingel Learning or (c) a successor by merger. Any assignment in violation of this Section shall be void.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES
Your use of the Services provided by Lingel Learning are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail.
Virtual Slate Supplemental Agreement and Terms of Service
Thank you for selecting Virtual Slate. This license agreement in addition to the Lingel Learning Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User”, “you”), and Lingel Learning Pty Ltd. and/or its subsidiaries and affiliates (“Virtual Slate”, “Lingel Learning,” “we”, “our” or “us”).
By continuing the use of service, You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person using the system is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to Lingel Learning that he/she has full power and authority to enter into this Agreement on your behalf.
If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should notify Lingel Learning in written and may not access or otherwise use the Virtual Slate Services.
The Virtual Slate Service is licensed by an annual or monthly subscription, as selected by you or your agent. Virtual Slate hosting plans can only be upgraded; however there is no downgrade option available.
Available hosting plans can be accessed via the following link view hosting plans.
Virtual Slate hosting is payable upfront and is for a minimum term and will be auto renewed unless notified in writing before the renewal date. The commencement date of your Virtual Slate hosting is upon signing of the SOW.
- Annually: 12 months agreement and auto renewed unless notified in writing 2 months before the renewal date.
- Monthly: 1 month agreement and auto renewed unless notified in writing 1 month before the renewal date.
Upon cancellation you will be able to access the Virtual Slate only through the end of the subscription term, as specified in the product. After the subscription term ends, you will not have any access to Virtual Slate. There are no refunds upon cancellation.
NON-STANDARD SOURCE CODE
Any non-standard plugins that you get to use as a result of hosting with Lingel Learning will remain the property of Lingel Learning. This does not include any plugins that have been specifically built for the Customer or otherwise agreed.
FAIR USE POLICY
Active Users: If active users exceed the allocated allowance, The Supplier will charge $5 per user per month capped at the next plan. The Customer will have the option to pay the excess usage charge or move up to a higher plan.
Unlimited Learners: The Customer is allowed to have as many registered users on the system, but are only billed based on Active users (the users that login to the system in any given month). If we find that the system is being used to store data for users that never login to the system, it might be considered as unreasonable usage and will be chargeable to the client (as per the Active User charge).
Unlimited Storage: The Customer is allowed to use unlimited storage as part of their hosting with The Supplier as long as the files uploaded are being used by the system and the system is not being used as a storage repository. Please note: video, audio, SCORM and other multimedia files are not included in Unlimited storage and are limited to 50GB as part of the plan.
PLAN UPGRADE OR DOWNGRADE
If you are on a monthly hosting plan you have the option of upgrading or downgrading the plan at any time, which would be applicable from the following billing month (provided that the Customer meets the storage and other criteria when downgrading). On an annual plan, The Customer will have the option to pay the excess usage charge or move up to a higher plan.
We include 24x7 support via email and web for all our hosting plans. This includes assistance with Moodle software upgrades, software errors, server performance and plugin installation.
Virtual Slate support team is contactable via email if any issues arise. The Customer will provide sufficient information as part of any error report to allow the support team to diagnose the issue.
If upon investigation it is found by the support team that the reported issue was not wholly due to errors in the work performed by the support team, then Lingel Learning will invoice The Customer for any time spent investigating or correcting a reported error at the supplier’s prevailing hourly rate.
The following support is included:
- Access to our knowledge base via our web portal.
- Management of Application Updates and Patches, including software upgrades, software errors, server performance (limited to the application source) and plugin installation.
The following support is NOT included:
- End User Support, such as troubleshooting questions and technical issues that arise, from resetting a password to completing a course and instructions on how to use Moodle.
- Phone support, unless included in your agreement.
- LMS Training outside any scheduled training workshops.
- Plugin installation outside the pre-selected suite.
- Support issues related to custom Moodle plugins from the community.
- Troubleshooting issues and configuration changes related to third party plugins.
- Any customisation or enhancement to Virtual Slate.
Payment can be made by credit card or electronic transfer; however monthly plans must be paid via credit card or otherwise agreed. The payment terms are stated on the invoice, overdue invoices will incur interest charges. The annual Virtual Slate Hosting fee will be increased by 5% every 24 months, unless agreed otherwise.
THIRD PARTY PRODUCTS AND SERVICES
Lingel Learning may tell you about third party products or services, including via the Service. Lingel Learning may offer products and services on behalf of third parties who are not affiliated with Lingel Learning (“Third Party Products”) and/or provide access or links to third party websites (“Third Party Sites”). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. Lingel Learning is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or associated with Lingel Learning in any way. You agree that the third parties, and not Lingel Learning, are solely responsible for the Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. Lingel Learning will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third Party Sites.
You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of Lingel Learning or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.