This License Agreement is a contract between the Company and the Contractor on the LEARNINGSUITE Platform. A business is considered a Contractor when They create an account and accept these terms. Only registered companies can become Contractor in the scope of this Agreement.
SeekInnovation GmbH provides an online content creation platform, LearningSuite, designed to allow the Contractor to build, design and publish courses and services ("Content") to Their Users. The entire selection of tools and services offered via the Platform will be referred to in this Agreement as "Services".
The Company is neither a content provider nor an educational institution. The Contractor and Users are not employees of the Company. The Company is not responsible for interactions between a Contractor and Users, with the exception of providing the technological means through which Contractors make Their Content available. The Company is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Contractor/User relationship, including but not limited to, any User’s reliance upon any information provided by the Contractor or a Contractors Content at any time.
The Site LearningSuite.io and Our Platform (“LearningSuite”) is owned and operated by
SeekInnovation GmbH
Neubaugasse 24
8020 Graz
Austria
Registered address: FN 556105 b
VAT number: ATU 769 60 549
Email-address: office@seekinnovation.at
SeekInnovation GmbH is the sole owner of the registered trademark “LearningSuite” with the register number 18622707.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether They appear in singular or in plural.
For the purposes of this License Agreement:
● "Agreement" means this License Agreement that forms the entire agreement between the Company and the Contractor regarding the use of the Platform.
● "Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to SeekInnovation GmbH.
● "Platform" means the Site and Product named LEARNINGSUITE, operated by the Company.
● "Content" refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by the Contractor, regardless of the form of that content.
● "Device" means any device that can access the Platform including – but not limited to – computers, cellphones, or digital tablets.
● "Contractor" (referred to as either “the Contractor”, “They”, “Their” in this Agreement) is the business that is party to this License Agreement.
● “Profile” refers to the Contractors account on the Platform.
● “User” refers to the individuals, that the Contractor adds to Their Profile.
● “Subscription” refers to a subscription to the Platform.
● “Website” refers to the domain or subdomain of LearningSuite.io or a domain or subdomain provided by the Contractor.
· Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. We will inform the Contractor if necessary of important such changes (including, if applicable, anything that the Contractor needs to do), however They will be unlikely to materially affect the Contractors use of Our Platform or the availability of the Contractors Content;
· Minor changes may be made to reflect changes in the law or other regulatory requirements. We will inform the Contractor if necessary of important changes (including, if applicable, anything that the Contractor needs to do), however They will be unlikely to materially affect the Contractors use of Our Platform or the availability of Their Content; and
· We will continue to develop and improve Our Platform over time, in some cases making significant changes to it. The Contractor will be kept fully informed of any and all such changes in the change log.
A single Subscription can only be used by one person and is concluded indefinite period of time. The Contractor and the Users are not allowed to share the account or Their account details with other entities. Sharing of Content can only be done by the Contractor by adding Users to Their Content.
It is not permitted to make screenshots, screen captures, videos, photos, copies, saves of the Content or to copy the content by any other means.
A Subscription to our platform allows the Contractor to create and design Content and share them with the Users, that They have added to Their Profile.
We operate two different payment levels that are both implemented and described hereinafter:
7.2.1. Basic Subscription Fee: We charge a monthly flat rate for the Subscription to our platform, according to the officially published pricelist on Our Website on the date of the signature plus any applicable VAT. The Subscription renews automatically unless the Contractor cancels the by the end of the current month.
7.2.2. Per Seat Fee: In addition to the monthly flat rate for the Subscription the Contractor pays a fixed per capita amount each day for each User added to Their Profile. This prices according to the officially published pricelist on Our Website on the date of the signature plus any applicable VAT per day and capita. User based roles can be cancelled daily and are billed monthly. Days start at midnight and are counted as whole days. Months are calculated with 30 days.
7.2.3. Paused Subscriptions: If a Subscriptions is paused (7.9) we charge 20 % of the regular basic subscription prices (6.2.1) on nothing for User Subscriptions (6.2.2).
Paypal, stripe, invoice, sepa
The list of payment methods is demonstrative and can be altered by us anytime.
· Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
· Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
· Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
· Exploits minors;
· Depicts unlawful acts or extreme violence;
· Depicts animal cruelty or extreme violence towards animals;
· Promotes fraudulent or dubious business schemes;
· or violates applicable law or etiquette.
For further information on Our Privacy Policy see under [LINK].
The Company will indemnify and hold the Contractor harmless, from and against any claim against Them by reason of Their use of the Platform as permitted hereunder, brought by a third party alleging that the Platform infringes a valid patent or copyright, or misappropriates a third party’s trade secret (such claims, collectively, “Claim”). The Company shall, at its expense, defend such Claim and pay damages agreed or finally awarded against the Contractor in connection therewith, including the reasonable fees and expenses of the attorneys engaged by the Company for such defence, provided that
(i) the Contractor promptly notifies the Company of the threat or notice of such Claim,
(ii) The Company will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such Claim, and
(iii) the Contractor fully cooperates with the Company in connection therewith.
If the Contractors use of the Platform has become, or in Our opinion is likely to become, the subject of any such Claim, We will replace or modify the Service to make it non-infringing by modification of the Platform by anyone other than the Company.
The Contractor agrees to defend, indemnify, and hold harmless the Company from and against any claims, actions or demands, including, reasonable legal and professional Services fees, arising or resulting from Their breach of these Terms, or Their and Their Users’ access to, use, misuse or illegal use of the Service. The Company will provide You notice of any such claim, suit, or proceeding.
The Company reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist Our defence of such matter.
The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship among the Parties.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
Giving prior written notice to the other Party, either Party may assign or transfer the Agreement, in whole or in part, without restriction, provided the assignee agree to be fully bound by the terms of this Agreement. The Agreement supersedes any other discussions, prior versions of Agreements or understandings by or among the Parties (other than written Agreements expressly accepted and executed by both Parties). We may amend this License Agreement from time to time, in which case the new terms will supersede prior versions provided such changes do not materially reduce the Services delivered to the Contractor. The Contractor will be informed of the new License Agreement in writing.
This Agreement shall be governed by and construed in accordance with the laws of Austria. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. If the arbitration fails the all disputes shall be finally settled by the competent court in Graz.
No other rights or licenses are granted under this Agreement, by implication, estoppel, statute or otherwise, except as expressly provided herein.
This license Agreement takes affect by clicking “I Agree” on the registration screen of Our Website. It will be sent to the Contractor by email.
This Data Processing Agreement (“Agreement“) forms part of the License Agreement (“Principal Agreement“) between the Contractor from the above license agreement, further the Company, and SeekInnovation GmbH referred as “Data Processor”, together as the “Parties”.
WHEREAS
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1.1.1. “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2. “Platform Data” means any Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3. “Contracted Processor” means a Subprocessor;
1.1.4. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5. “EEA” means the European Economic Area;
1.1.6. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7. “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8. “Data Transfer” means:
1.1.8.1 a transfer of Platform Data from the Company to a Contracted Processor; or
1.1.8.2 an onward transfer of Platform Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9. “Services” means the Platform the Company provides.
1.1.10. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
2.1.1. comply with all applicable Data Protection Laws in the Processing of Platform Data; and
2.1.2. not Process Platform Data other than on the relevant Company’s documented instructions.
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Platform Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Platform Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Data Protection Impact Assessment and Prior Consultation Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Platform Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
a disclosure is required by law or the relevant information is already in the public domain.
This Agreement shall be governed by and construed in accordance with the laws of Austria. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. If the arbitration fails the all disputes shall be finally settled by the competent court in Graz.