Last updated: 29 September 2017
By accessing, using, registering or receiving any content from SmartUp, you are agreeing and accepting to be bound by our Terms. Any breach these Terms entitles us to disable access to any Communities.
SmartUp is a micro-learning platform accessible by App and by Web, or a white labelled application, providing the opportunity to create and consume micro-learning content by way of a Software application and Content (such as data, reports, articles, text, images) made available by or on behalf of SmartUp, referred to as the “Services” or “Software”. Your Content, Our Content and User Content is defined below.
We refer to “Communities” – this is a SmartUp group of users identifying with pieces of learning or subjects and creating a buzz around it (“Communities”). These Communities may be made publically accessible or restricted to a private group of users and number of users, depending on your Licence Plan.
SmartUp offers Content Creation Services to help you kick start your Community engagement: please contact us at firstname.lastname@example.org
SmartUp’s Licence Plans describe the Services on offer to SmartUp users. If you sign up to SmartUp without entering into a paid Licence Plan you will automatically be placed onto the free Licence Plan made available at the point of sign up. You acknowledge and agree that a free Licence Plan will restrict functionality of the Services.
SmartUp offers Content Creation Services to help you kick start your community engagement: please contact us at email@example.com
We’ve put together a Q&A guide to our services: SmartUp Guide
SmartUp.io Limited is a company registered in England & Wales (with company number 08855163) with registered office at 44 Grand Parade, Brighton, BN2 9AQ.
There are various ways to sign up for SmartUp’s Services. These Terms apply to every type of SmartUp user. The types of SmartUp users are:
You may only use and become a registered user of SmartUp if you are of the relevant age of majority according to where you live. The Services are not directed at children under 13 who are not permitted to use the Services. If your organisation is a school or you are a teacher and wish to provide use of the Services to your students, we will rely on you to acquire the necessary consents and approvals from the relevant parents or guardian of any student and you may not use the Services unless such laws have been complied with.
To register, the process for all users is:
You acknowledge the Services are still in build phase and, as a result, may contain technical errors, or, may not work correctly. Please notify us of any faults at firstname.lastname@example.org
You are either a user from the public and unaffiliated with any organisation, network, school, university or corporate organisation (“Public User”), or you are a user affiliated with an organisation (“Network User” – see below for more details).
If you already have an SmartUp Profile through a Network and wish to set up your own Public Personal Account, you can set up an independent Personal Account: this is never linked to your Network account.
If you are entering into these Terms on behalf of a legal entity such as an institution, company or organisation you represent you have authority to bind such company, organisation, institution or entity (generically referred to as a “Network”), its Owners, Admins, Community Users and its affiliates to these Terms. In that case, the terms ‘you’ or ‘your’ shall also refer to its Owners, Admins, Community Users and its affiliates, as applicable.
If you are providing a work email address and invited to join by an Admin you accept that the owner of the domain email, such as the Owner, may obtain access to all of your current account activity on SmartUp via your work registration process. We provide Services to your Network, who will control and provide your SmartUp account. If you have any questions, you must direct these to your Network Owner or Admin.
The Network Owner is exclusively responsible for ensuring each user that joins a Network has provided consent to receiving the invitation, using the Services, and complying with its Network’s relevant policies.
You warrant each time you use the Services, you will comply with your Network’s policies, guidelines and processes in relation to the Content you provide to SmartUp and activities you carry out on SmartUp.
If you have already set up a SmartUp Personal Account before you are invited to join a Network on SmartUp, your Personal Account will be separate to your Network account. We will not import Your Content from one to the other.
SmartUp is all about Content - we want all users to contribute as much Content as possible! Here are the types of Content that you will be able to access and or provide:
Warranties: If you are entering into these Terms on behalf of a Network, You represent and warrant to SmartUp on behalf of the Network:
You may not disclose your log in details or password to any third parties or share it with any third parties. If you lose your password or give it out, please immediately change your password in settings. We are not responsible for any failure to keep your log in details confidential. We recommend you use anti-virus software, firewalls, and other precautions to protect yourself from security threats. SmartUp will have no liability for any unauthorised access or use of your data or Your Content, or any deletion, corruption, loss of your data or Your Content. You further acknowledge and agree that Your Content or data may be transmitted in an unencrypted method if you elect to use gateways without encryption to access the Services.
Support Services: We will provide you technical support for the Services, currently only available via email: email@example.com. We have a bespoke support Service for paid for Licence Plans.
SmartUp allows you to share Content with other users. All Communities are private unless you are a Public User. If you do not want an open community please ask us about a paid for Licence Plan. What does this mean?
In all cases, any Content you publish to your Channel will be visible to all the other users of that Channel = (as well as the Owner/Admin). You agree that in such cases, the Owner/Admin may use, distribute, adapt, and send Your Content as they deem fit in relation to the Services.
SmartUp’s licence to you: We grant you, subject to compliance with these Terms and for as long as you use your account and/or have a valid Licence Plan in place, a non-exclusive, personal, non-transferable, limited, revocable licence to use: (i) the Services; and (ii) any publically accessible User Content.
To the extent we deliver anything to you during the course of performing Services (“Deliverables”), we grant you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use those Deliverables during the term of this Agreement, solely in conjunction with your use of SmartUp.
You acknowledge and agree that we own all intellectual property rights in the Services. All title, rights, and interest in and to the Services and including all intellectual property rights remain exclusively with SmartUp.
Your Licence to SmartUp: You own Your Content you post to the Services. So we can make SmartUp a great learning place for all users, in consideration for use of the Services, you grant us a non-exclusive license, royalty free, perpetual and worldwide licence to use your Content on SmartUp, including anything reasonably related to using it (like editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, distributing, advertising and otherwise making available to the general public such Content in whole or in part in any form or medium currently know or developed in the future). If agreed in your License Plan with us, we may use Your Content for commercial purposes with your consent.
We may assign and or sub licence the above licence to our affiliate or successors without any further approval by you.
If you wish to delete Your Content or Personal Account, providing it does not use Our Content, you may do so at any time here by contacting us at: firstname.lastname@example.org
We act in accordance with your Network’s instructions to store and process Your Content on the Services. You Content ownership rights are (i) governed by your Network’s policies and procedures and (ii) owned by your Network, including any communication with other users of the Services and anything you post or share on the Services.
Your Limited Licence to SmartUp: If you are the Owner/Admin of a Network User, you agree and to procure the granting to SmartUp of a non-exclusive, limited-term, royalty free, worldwide licence in order for SmartUp to provide the Services to the Network only.
In the event You use, merge or combine any of Our Content in combination with Your Content, in order for you to do so, we automatically grant you a revocable, non-exclusive, non-transferable, worldwide, licence in relation solely to Our Content in conjunction with use of SmartUp.
We may assign and or sub licence the above licence to our affiliate or successors without any further approval by you.
If you wish to delete Your Content, please contact your Admin or Owner, as such deletion is in their sole discretion (subject to any applicable laws).
SmartUp’s Licence Plans offer various benefits and user rights for managing Communities. Please contact us to help you!
Once you have paid for a Licence Plan the Services are non-refundable and SmartUp reserves the right to change our Licence Plans and prices at any time in the future.
If you want to alter the Licence Plan you are under, and you have already paid up for the year or month ahead, you may not change. If you wish to change or cancel your payment method you should contact us: email@example.com .
Term: These Terms will continue in full effect unless and until your account or these Terms are terminated. Please check the details of your Licence Plan. Monthly licences will renew automatically for additional months, and Licence Plans paid annually will automatically renew for additional years. Please contact us firstname.lastname@example.org for more details.
Termination: SmartUp or You may terminate this Agreement at any time subject to the terms of your Licence Plan. Where we elect to terminate your account as a result of breach of these Terms, we reserve the right to revoke access rights to any Community Users of any Communities you have established without incurring any liability and without any obligation to provide a refund. Prolonged inactivity may also mean we delete an account.
If you are Network User, and wish to stop using the Services, please contact your Owner/Admin. You acknowledge and agree that Network may remove, adjust, alter or terminate your access to the Services or Your Content in its sole discretion. In such a case, your right to access and use the Services and Your Content is immediately ended, and any licences granted to you or by you are terminated. If you wish to continue using SmartUp, you can do so by creating your own Personal Account. On termination, if you wish to keep Your Content, you should contact your Admin/Owner and request permission to download Your Content, at your Network’s discretion.
If you are a Public User, you can terminate your registration at any time by contacting us email@example.com. Content you have submitted/uploaded to SmartUp may still appear on SmartUp following termination of your registration (such as comments or articles). Once your accounts is terminated, we have the right to delete any related Content you have submitted /uploaded to SmartUp.
On termination you lose the right to access or use the Services (and we are under no obligation to back up your data or Your Content). The following shall survive termination:
The parties have relied on these limitations in deciding whether to enter into these Terms and the parties expressly agree to the following risk allocation between the parties.
DISCLAIMERS: We will use all commercially reasonable efforts to ensure the best SmartUp experience. However, please read carefully each of the below disclaimers.
OUR INDEMNIFICATION TO YOU: We'll defend or settle, at our option and expense, any third-party claim brought against you to the extent that it's based on an allegation that your use or possession of the Software as permitted under these Terms infringes a copyright or misappropriates a trade secret of any third party (each, a "IP Claim"), and, subject to no exclusions applying (as detailed under section 7.3 below), we'll pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such an IP Claim, provided that you notify us in writing of any such IP Claim as soon as reasonably practicable and allow us to control and reasonably cooperate with us in the defence of any such Claim and related settlement negotiations.
Indemnity Exclusions: You understand we'll have no obligation to indemnify you for any IP Claim based on:
Right to Ameliorate Damages: If your use of the Services, or in our reasonable opinion is likely to be, subject to an IP Claim we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you in Section 7.2 above): (i) procure for you the right to continue using the Software; (ii) replace or modify the Software so that it is non-infringing and substantially equivalent in function to the original Software; or, (iii) if options (i) and (ii) above are not commercially practicable, in our reasonable estimation, we can terminate our agreement with you and all licenses granted hereunder (in which event, you will immediately stop using the Software) and refund any applicable fees that you paid us for the then-current license term.
YOUR INDEMNIFICATION TO US: If we are sued as a result of your use of SmartUp then we have the right to defend or settle the relevant claim as we see fit. If we ask, you will co-operate fully and reasonably as required by us in the defence of any relevant claim. You agree to hold harmless and indemnify us and our officers, directors, employees, agents, representatives and licensors from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable solicitor’s fees) suffered or reasonably incurred by us arising as a result of, or in connection with:
Governing law: These Terms and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by English law. You agree to resolve any claim exclusively in the courts of England and Wales. You agree that you will not file or participate in a class action against us.
Any Feedback: We welcome any feedback on our Services. You assign to us all rights, titles and interests in and to any feedback or suggestions that you may give us in relation to SmartUp, without any right to compensation. You represent and warrant authority to bind your Network, if applicable, to this provision.
Process for changes to Terms: We reserve the right to modify, amend or change the Terms at any time. If we do this, any such changes will be posted on this page and the effective date listed below amended. At times, we may send you an email notifying you of the change. If you do not accept any change to the Terms, you must stop using SmartUp. If you continue to use SmartUp, your actions shall be deemed acceptance of the revised Terms and you will be legally bound by the updated Terms. If you are a Public User you agree to accept any legal notices via your email inputted for registration on sign up. If you are a Network User, you agree to accept any legal notices via your work domain email inputted for registration on sign up.
Assignment: You may not assign or transfer any obligations or rights without our prior written consent. We have the right to assign this agreement and any rights or obligations without providing notice to you.
Wavier and Enforceability: If we fail to enforce any term of these Terms, or fail to respond to a breach by you, it will not be considered a waiver. If any of the Terms are declared to be illegal, invalid or otherwise unenforceable by a court of a competent jurisdiction, then to the extent that term is illegal, invalid or unenforceable, it shall be severed and deleted from the Terms. The remainder of the Terms shall remain in full force and effect.
Outside Events: We are not liable for any delay or failure to perform our obligations where the failure is as a result of anything outside of our reasonable control.
Entire Agreement: The Terms set out the entire agreement and understanding between us and you in relation to your use of SmartUp, and this super-cedes all previous agreements, representations and arrangements between us (either oral or written). Any changes to these Terms must be in writing signed by both parties. No agency partnership, employment or joint venture is created by these Terms. Nothing in the Terms shall confer or purport to confer on any other third party, any benefit or the right to enforce any term of the Terms and the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Terms.