Heinemann Video Gallery

1 Definitions

In these terms and conditions:
'Administrator' means the member or members of the Licensed Establishment responsible for the management of the Service within the Licensed Establishment.
'Agreement' means these terms and conditions as varied from time to time.
'Associates' means Pearson's parents, subsidiaries, affiliates, agents, distributors, third party content providers or licensors, and its and their respective directors, officers, employees and agents.
'Confirmation Email' means the communication sent to you by Pearson setting out the full title of the product, the Licence Period and the user name and password required to activate the Service.
'Content' means the material, information and facilities available through the Service from time to time.
'Effective Date' means the date on which this agreement and Service is first issued and made available to you.
'Free Trial' means a period of thirty (30) days during which Pearson may make the Service available to the Licensed Establishment for evaluation purposes subject to the terms and conditions of this Agreement.
'Pearson', 'we' and 'us' means Pearson Education Ltd of Edinburgh Gate, Harlow, Essex, CM20 2JE and its assigns and successors in business.
'Licence' means this licence agreement.
'Licence Period' means the subscription period commencing on the Effective Date.
'Licensed Establishment', 'you' and 'your' means a college or other establishment subscribing to the Service as named in the Confirmation Email.
'Permitted Users' means the registered users (Administrators, Teachers and Learners) of the Licensed Establishment permitted to use the Service under this Agreement.
'Service' means the Heinemann Video Gallery Service.
'Software' means the computer code and the search and retrieval engine contained in the Service.
'Subscription Fee' means the subscription fee payable for the Service.

2 Agreement and General Terms of Use

2.1 No agreement shall be created between you and Pearson until you acknowledge acceptance of these terms and conditions by clicking 'Accept'. If you do not click 'Accept' then you shall not be entitled to access the Service.
2.2 Your use of the Service constitutes your agreement to abide by all of the provisions in this Agreement. You are solely responsible for your use of the Service, the use of the Service by the Permitted Users at the Licensed Establishment and for all use of the Service made by others using your user name and password. You must ensure that all use complies fully with the provisions of this Agreement.
2.3 Pearson may, in its sole discretion change any or all of the provisions of this Agreement at any time. Pearson will notify you of any changes by posting them on the Service or through other reasonable means of providing notice and any changes to this Agreement will be effective immediately upon such notice. Your use of the Service after notice of changes to this Agreement has been notified will be deemed your acceptance of the changes.
2.4 Pearson may, in its sole discretion, change, limit, or discontinue any aspect, content, or feature of the Service, as well as any aspect pertaining to the use of the Service. Pearson may also restrict the use of the Service as well as suspend or revoke your rights to use the Service based on Pearson's reasonable belief that your use of the Service violates that permitted by this Agreement or applicable law.
2.5 If you do not agree to the provisions of this Agreement or are not satisfied with the Service, your sole and exclusive remedy is to discontinue your use of the Service.

3 Provision of Service

3.1 In consideration of your payment of the Subscription Fee, Pearson agrees to provide you with the Service and grants you a non-exclusive licence to use the Service and Content during the Licence Period subject to your compliance with this Agreement. Permitted Users may access the Service from outside the Licensed Establishment.
3.2 Pearson may at its sole discretion grant an individual or a Licensed Establishment one Free Trial prior to subscribing to the Service. Individuals belonging to the same Licensed Establishment may not apply separately for a Free Trial. A Free Trial is subject to the terms and conditions set out in this Agreement, except those regarding payment. Pearson will send you notice that the Free Trial is due to expire at least one week prior to such expiry. If by the date of expiry of the Free Trial you have not placed an order for the full version of the Service Pearson will terminate your access to the Service. If you subscribe to the full version of the Service Pearson will send you a new Licence. In any event if Pearson has not received the applicable Subscription Fee within two weeks of the date of expiry of the Free Trial Pearson will terminate your access to the Service.

4 Account Management

4.1 Pearson will provide you with a password to enable you to access the Service. You shall ensure that only the Administrator is permitted to access the Service using your password.
4.2 The Administrator may only create user log-ins for Permitted Users. You shall be responsible for ensuring that any user log-ins set up against the subscription password are kept up to date and deleted from the system when users leave the Licensed Establishment.
4.3 If Pearson reasonably believes that a password is being used in any way which is not permitted by this Agreement we reserve the right to cancel access rights immediately without notice, and to block access to all users from the Licensed Establishment.
4.4 If you do disclose or share your password with another person to allow another person to use the Services on your behalf, you agree to indemnify us for any losses or damages incurred by us as a result of your actions.
4.5 If you provide training to any establishment that is not affiliated to the Licensed Establishment then a further subscription must be purchased for use of the Service in this context or the establishment receiving the training must purchase their own subscription to the Service.

5 Subscription Fee

5.1 The Subscription Fee is payable in advance by such method of payment as Pearson may direct. Pearson will not be obliged to provide the Service until we have received the Subscription Fee.
5.2 You remain obligated to pay Pearson for the Service regardless of whether the Service is used or not. Your obligation to pay for the Service begins on the Effective Date not the date of your first use of the Service. Pearson will not refund any part of the Subscription Fee upon your termination or cancellation of the Service.
5.3 Pearson will send you notice that the Licence Period is due to expire at least one month prior to such expiry. If your subscription to the Service is not renewed by the date of expiry of the Licence Period Pearson will terminate your access to the Service.
5.4 If you pay Your Subscription Fee using a credit card, you certify to Pearson that you are at least 18 years of age and that you are the cardholder of the credit card, or that you are expressly authorized by the cardholder to use the credit card for this purpose.

6 Rights in Service Content and the Service

6.1 All Content and Software is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by Pearson. The Service is protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by Pearson. Heinemann is a registered trademark of Pearson Education Limited. All other marks or trademarks appearing on the Service are the property of their respective owners.
6.2 You may not download, save and print Content. You will not modify, manipulate, publish, distribute, transmit or participate in the transfer or sale of the Content or creation of derivative works, or in any way exploit, any of the Content, in whole or in part. You will not make any changes to any Content and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You also will not 'frame' any of the Content or the Service itself without the express written permission of Pearson. You agree that you do not acquire any ownership rights in any Content. You further agree that all rights in the Service and any of the Content not granted to you under this Agreement are expressly reserved to Pearson and/or its licensors.
6.3 No part of the Content may be reproduced or transmitted to or stored in any website nor may any of its pages of parts thereof be disseminated in any electronic or non-electronic form, nor be included in any public or private electronic retrieval system or service without prior written permission from us. We do not permit any part of the Service to be cached in proxy servers and accessed by persons who are not subscribers to the Service.

7 User Activities

7.1 You will use the Service and Content solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate through the Service any material or information of any kind that is libellous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.
7.2 Deliberate misuse of the Service including, without limitation, hacking, introducing viruses, disrupting the Service or attempting to do any such things is prohibited and Pearson reserves the right in such circumstances to terminate your access to the Service and, at Pearson's discretion, pass information to the legal authorities.

8 Data

8.1 Pearson will store information entered into the Service by you, including log-ins and student marks, on a secure server. You may view the information on the service as you require at any time during the Licence Period. Pearson shall delete all such information from its server on receipt of a request in writing from you, but in any event Pearson shall be entitled at its discretion to delete the information following the first anniversary of termination of the Service.
8.2 We shall also collect and use data about your use of the Service for purposes such as, for example, performing statistical analyses to assist us in improving the Service and reserve the right to distribute such data in forms that do not identify you individually or reveal your identity.

9 Disclaimer of Warranties & Limitation of Liability

9.1 Neither Pearson nor any of its Associates warrant that the Service or the Pearson Software will be uninterrupted or error free or that they will be free of viruses or other harmful components. Nor do they make any warranty as to the results that may be obtained from the use of the Service or the Pearson Software, or as to the accuracy, reliability, completeness, or contents of any Content, or any links to other sites or services made available on the Service or the Pearson Software.
9.2 In no event will Pearson or its Associates be liable to you for any loss or damage of any kind (except personal injury or death resulting from their negligence) including loss of profits or consequential loss arising from your use or inability to use the Service or from errors or deficiencies in it whether caused by negligence or otherwise except as expressly provided in this Agreement. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. In no event will the liability of Pearson and its Associates exceed the Subscription Fee paid by you for the year in which the loss or damage occurred.
9.3 You will indemnify Pearson and its Associates from and against any claim arising from your defamatory, offensive or illegal conduct or such conduct by any person authorised by you to use the Service.
9.4 We may provide access via hypertext links to resources in other sites but in so doing we are not endorsing any linked entities nor authorising any act which may be in breach of copyright or any other third party rights which are protected in law or by international treaties worldwide. We do not accept any responsibility or liability for any material contained on a third-party site.

10 General Terms

10.1 This Agreement constitutes the entire agreement between you and Pearson with respect to the Service. No waiver by either Pearson or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of Pearson and its successors, trustees, and permitted assigns. Pearson may assign this Agreement or any of its rights or obligations under this Agreement, with or without notice to you. Any such assignment by Pearson does not relieve you of your obligations under this Agreement.
10.2 The licence granted in this Agreement is personal to you and you will not assign or transfer any of your rights or obligations to any other person.
10.3 The construction, validity and performance of this Agreement will be governed in all respects by English law and will be subject to the exclusive jurisdiction of the English courts.
10.4 If any provision of this Agreement is found by a court or other competent authority to be void or unenforceable such provision will be deemed to be deleted from this Agreement and the remainder of this Agreement will continue in full force and effect.