Global Grid for Learning Limited is a private limited company, registration number 04691393, and our principal place of business is at 90 Long Acre, Covent Garden, London WC2E 9RZ, UK
Use of the GGFL Site is subject to the terms of this Agreement. By clicking to accept this Agreement You are indicating that You accept the terms and conditions set out below. If you do not accept the terms of this Agreement You are not authorised to use or continue using the GGFL Site.
In this Agreement, the following terms shall have the following meanings:
Authorised Users: An individual who is authorised to access the Content through a secure network at a (purchasing) Institution, via his/her affiliation with a (purchasing) Institution as a current teacher, student or employee or as an Individual.
Commercial Use: Use for the purposes of monetary reward (whether by or for You or an Authorised User) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Work. For the avoidance of doubt, neither recovery of direct costs by You from Authorised Users, nor use by You or by an Authorised User of the Content in the course of research funded by a commercial organisation, is deemed to be Commercial Use.
Content: The content of third party rights holders available via the GGFL Site for use by Authorised Users, which may be sold as individual pieces of Content direct to the Institution and/or Individual, or as part of Courseware, a Discrete Collection or the GGFL Library, or via a Third Party’s Website.
Courseware: The courseware of a rights holder that is included as part of the Content and which is made available via the GGFL Site as a separate collection of Content.
Discrete Collection: A collection of some Content, organised around a specific subject area and forming part of the GGFL Site.
Fee: The fee or fees (if and as appropriate) agreed between GGFL and the relevant purchasing body/Individual in respect of Your access to the GGFL Site.
GGFL Library: The multi-publisher library of disaggregated Content forming part of the GGFL Site.
GGFL’s Server: The server on which the GGFL Site is mounted and may be accessed.
GGFL Site: The URLs www.globalgridforlearning.com (and subsidiary sites), www.ggflondemand.com, or any other such URLs designated by GGFL from time to time which may provide the GGFL Library, Courseware, Discrete Collections and/or access to a Third Party’s Website, either direct by GGFL or via a third party licensor.
Individual: An individual who wishes to access the GGFL Site for his/her own personal use. For the avoidance of doubt, reference to Authorised User throughout this Agreement shall be taken to refer to an Individual as well as the authorised users of an Institution.
Institution: Either (i) any accredited institution organised and operated exclusively for the purpose of teaching its enrolled students and must be a public or private primary, secondary, K-12, vocational school correspondence school, junior college, college, university, or scientific or technical school that is either institutionally accredited by an accrediting agency nationally recognised by the appropriate government department or agency in the region in which it is located; or (ii) a ‘not-for-profit organisation’ defined as an organisation which does not distribute any profit from its operations to members, shareholders or other individuals involved in the operation of the organisation.
Third Party’s Website: The website of a rights holder who makes its collection of Content available from its own website via the GGFL Site to Authorised Users.
You / Your: Either (i) an educational Institution that wishes to enter into this Agreement with GGFL on behalf of itself and its Authorised Users or (ii) an Authorised User (where the Authorised User must click-to-accept this Agreement separate from his/her (purchasing) Institution), or (iii) an Individual who wishes to enter into this Agreement for his/her own personal use. GGFL shall be entitled to assume that in the case of an Institution agreeing to the terms of this Agreement under (i) above, the person clicking to accept the terms is authorised to enter into this Agreement on behalf of the Institution.
(a) GGFL agrees to grant You the non-exclusive and non-transferable right to give Authorised Users access to the Content via the GGFL Site for the purposes of research, teaching and private study, subject to the terms and conditions of this Agreement, and to payment of the Fee.
(b) This Agreement shall commence on the date access to the GGFL Site is given to You by GGFL and shall continue for the duration of the period to which the Fee applies unless terminated under the provisions of clause 10 below.
3. USAGE RIGHTS
(a) You, subject to clause 4 below, may:
(i) allow Authorised Users to access, search and view the Content for personal use only. Some Content may be available to print or download and Authorised Users will be notified of this additional functionality on the Content page itself.
(ii) make one copy of the purchased Content, solely for backup or archival purposes, provided that You reproduce on such copy the appropriate copyright notices.
(c) Geographic restrictions: Certain Content is not available for use in specified geographic territories. GGFL shall clearly identify any territorial restrictions in search results but responsibility for ensuring that content is only used in permitted territories lies with the Institution and Individual (and not with GGFL or the service provider).
(d) Access restrictions: Certain Content may be subject to access restrictions due to the age of the Authorised User, the audience as a whole, or the appropriateness of the Content. In such instances Content shall be clearly marked with an icon and/or text data detailing such restrictions. Authorised Users, Institutions and Individuals found to be in breach of this clause (d) shall have their access terminated with immediate effect.
(e) Nothing in this Agreement shall in any way exclude, modify or affect any of Your statutory rights under applicable copyright law.
4. PROHIBITED USES
(a) Neither You nor any Authorised User may:
(i) Allow copies of the Content to be stored, accessed, copied or downloaded by anyone other than an Authorised User or distribute or transmit the whole or any part of the Content to anyone other than Authorised Users;
(ii) Display any part of the Content to the general public (‘general public’ being defined for the purposes of this Agreement as anyone other than the Individual or anyone outside the educational Institution in question);
(iii) Alter, amend, modify or change the Content;
(iv) Mount or distribute any part of the Content on any electronic network (including without limitation the Internet and the World Wide Web), save as permitted in this Agreement;
(v) Maintain downloaded Content after the expiration of any subscription period, unless for reference purposes or submission by an Authorised User to an educational board;
(vi) Reverse engineer, decompile, disassemble, recompile, reassemble or otherwise alter the software or the Content;
(vii) Rent, lease, sublicense or assign the Content or any copy thereof;
(viii) Disable any licensing or control features of the Content.
(b) The rights holder’s explicit written permission must be obtained in order to:
(i) use all or any part of the Content for any Commercial Use;
(ii) make the Content available in any other form or medium or create derivative works of the Content;
(iii) publish, distribute or make available the Content, works based on the Content or works which combine it with any other material, other than as permitted in this Agreement.
5. MODIFIED CONTENT
(a) Some Content may permit Authorised Users, through the product functionality, to modify, adapt, supplement and/or save certain parts of the Content. You acknowledge that any such modifications, adaptations, supplementations and saved versions (collectively called ‘New Material’) are not the work of the rights holder or GGFL even though they may contain elements of the original Content. Any modified, adapted or supplemented elements of the New Material are the sole responsibility of the person who collates them in their particular composite form. GGFL does not guarantee the accuracy, quality or integrity of such New Material.
(b) Some Content may permit Authorised Users, as part of the product functionality, to import external material to an Authorised User’s copy of the Content (‘Imported Material’). You acknowledge that all such Imported Material is the sole responsibility of the importing person, who shall be solely liable for any misuse. Any Imported Material is posted or integrated without the knowledge or approval of GGFL or the rights holder. GGFL shall have no liability to You, to any Authorised User or to any Institution for any damage, loss, cost, claim or expense suffered by You or by any Authorised User/ Institution arising directly or indirectly from the posting of such Imported Material and the use made of it by You or any Authorised User. Authorised Users undertake not to use the importing facility to:
(i) post or integrate advertising or promotional materials or transmit any ‘junk mail’, ‘spam’ or ‘chain letters’ or any other form of solicitation for goods or services;
(ii) post or integrate any material that the Authorised User does not have the right to post under any law or under any other obligatory relationship;
(iii) post or integrate any material that infringes any intellectual property right including without limitation patent, trademark, trade secret, copyright, or other proprietary rights of any other person;
(iv) post or integrate any material that is defamatory, libellous, unlawful, threatening or harmful, abusive, harassing, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(v) import any Imported Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(vi) promote or provide instructional information about illegal activities, physical harm or injury against any group or individual; or
(vii) engage in any commercial activities.
(c) Some Content may permit Authorised Users, as part of the product functionality, to export material from the Content. You acknowledge that all such exported material, including printed pages (‘Exported Material’), shall continue to carry the copyright notice of the rights holder wherever it appears.
(d) In the event that an Authorised User is able to modify Content in the manner set out in this clause 5 (sub-clauses (a)-(c)), this shall be indicated on the GGFL Site at the time the Authorised User first accesses the Content in question.
6. GGFL’S UNDERTAKINGS
(a) GGFL shall:
(i) provide You with information sufficient to enable You to access the GGFL Site;
(ii) use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support Your usage at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Agreement;
(iii) use reasonable endeavours to make the GGFL Site available to You and Your Authorised Users at all times and on a twenty-four hour basis, save for routine maintenance (which shall be notified to You in advance wherever possible), and to restore access to the GGFL Site as soon as possible in the event of an interruption or suspension of the service.
(b) Where GGFL considers there to have been a deliberate and/or systematic breach of the terms of this Agreement by You or an Authorised User, we reserve the right to immediately, temporarily or permanently withdraw Your right, or the right of the Authorised User, to use the GGFL Site.
(c) GGFL reserves the right at any time to withdraw from the GGFL Site any Content for which it no longer retains the right to distribute or where it has reasonable grounds to believe the Content infringes copyright, is defamatory, obscene, unlawful, objectionable or otherwise does not satisfy the provisions of this Agreement. GGFL shall promptly remove, or disable access to, such Content at any time and You will be notified of such withdrawal at the time you try to select the Content. If the withdrawal results in the GGFL Site being no longer useful to You, You may within sixty (60) days of such notice treat such changes as a breach of this Agreement under clause 10(a)(iii) below.
7. LICENSEE’S UNDERTAKINGS
(a) You shall:
(i) use reasonable endeavours to ensure that all Authorised Users are appropriately notified of the importance of respecting the intellectual property rights in the Content and of the sanctions which You will impose for failing to do so, and that they are aware of their rights and responsibilities set out in this Agreement;
(ii) use reasonable endeavours to notify Authorised Users of the terms and conditions of this Agreement and take steps to protect the Content from unauthorised use or other breach of this Agreement;
(iii) use reasonable endeavours to monitor compliance and immediately upon becoming aware of any unauthorised use or other breach, inform GGFL and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;
(iv) provide GGFL, as soon as possible and no later than thirty (30) days after access to the GGFL Site is first given, with information sufficient to enable GGFL to provide access to the GGFL Site in accordance with its obligation under clause 6(b)(i) above. Should You make any significant change to such information, You agree to notify GGFL not less than ten (10) days before the change takes effect;
(v) use best endeavours to ensure that appropriate security is in place in order that only Authorised Users are permitted access to the GGFL Site.
8. INTELLECTUAL PROPERTY RIGHTS
(a) Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.
(b) You acknowledge that all rights relating to the GGFL Site and the Content are the sole and exclusive property of Global Grid for Learning or its third-party rights holders and that this Agreement does not convey any right, title or interest therein except the right to use the GGFL Site and access the Content in accordance with the terms and conditions of this Agreement.
(c) In addition to the provisions of clauses 4(a) and 7(a) above, You undertake to ensure that the intellectual property rights of the rights holder and the software owners and the moral rights of the authors of the Content are not infringed.
(d) The GGFL Site in this form is copyright © Global Grid for Learning. The Content is published under license from the rights holders by GGFL. Any use You wish to make of the Content that is not permitted under the terms of this Agreement must be addressed to the rights holder directly. The contact details of the owner(s) of Content are included alongside the Content on the GGFL Site. Any use You wish to make of the GGFL Site that is not permitted under the terms of this Agreement must be addressed to GGFL at email@example.com.
(e) GGFL currently licenses a SCORM player, compatible with the Courseware, from Icodeon Limited for use in the GGFL Site. Use of Icodeon’s SCORM player is strictly limited to use by You and Authorised Users in accordance with the terms of this Agreement. Any further use of Icodeon’s SCORM player must be licensed direct from Icodeon Limited.
9. USE OF THE GGFL SITE BY MINORS
(a) The use of the GGFL Site by minors is subject to the consent of their parent or guardian (which, for the purposes of this Agreement shall be taken to include the educational Institution at which the minor is educated). GGFL advise parents and guardians who permit their children to use the GGFL Site that it is important that they communicate with their children about their safety online. Minors who are using the GGFL Site should be made aware of the potential risks to them and of their obligation to comply with the terms of this Agreement when using the GGFL Site.
(b) GGFL will do its best to assess any possible risks to minors from third parties when they use the GGFL Site and GGFL will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in light of those risks.
10. TERM AND TERMINATION
(a) This Agreement shall be terminated if:
(i) You serve notice to GGFL of Your desire to terminate for any reason, no later than thirty days before the end of the subscription period (termination then to occur at the end of that subscription);
(ii) GGFL serves thirty days written notice to You of its desire to terminate for any reason at any time (termination then to occur at the end of that thirty day period);
(iii) the other party commits a material or persistent breach of any term of this Agreement and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by the other party;
(iv) the other party becomes insolvent or becomes subject to receivership, liquidation or similar external administration;
(v) access, capacity, or technical services of GGFL are incapable of providing reliable use of the GGFL Site or otherwise frustrate Your intent in entering into this Agreement and such technical issues cannot be resolved by GGFL within sixty (60) days of notification in writing from You;
(vi) GGFL no longer has the right or capacity to provide the GGFL Site or the Content.
(b) This Agreement may be terminated by GGFL if:
(i) You default in making payment of the Fee or any relevant part thereof and fail to remedy such default within sixty (60) days of notification in writing by GGFL;
(ii) You commit a wilful material and persistent breach of GGFL’s copyright or other intellectual property rights or of the provisions of clause 3 in respect of usage rights, clause 4 in respect of prohibited uses or clause 5 in respect of modified content.
(c) Except as otherwise provided herein on termination all rights and obligations of the parties automatically terminate and all rights granted to You herein automatically revert to GGFL.
(d) On termination of this Agreement under clause 10(b) above, You shall immediately cease to make available the GGFL Site to Authorised Users.
(e) On termination of this Agreement, no Fee paid up to the date of termination shall be re-payable by GGFL.
(a) Notwithstanding the provisions of clause 6(a)(iii) above, owing to the nature of the Internet we cannot guarantee that the GGFL Site or the websites to which it is linked will always be available to users. You should ensure that You have appropriate protection against viruses and other security arrangements in place whilst using the Internet.
(b) Links from this website are provided for information and convenience only and we have no control over and cannot therefore accept responsibility or liability for the content of any linked third-party website. We do not endorse any linked website.
(c) Although every reasonable effort has been made to ensure that the information on this website was accurate at the time of publication, it is subject to variation at any time without notice and we do not give any warranty that any such information will be accurate or complete at any particular time or at all.
(d) GGFL is a distributor (as opposed to a publisher) of the Content and therefore excludes, to the fullest extent possible and permitted by law, any liability whatsoever with regard to Content included on the GGFL Site, including but not limited to, any defamatory, libellous, offensive, inappropriate, illegal or immoral Content. Although GGFL uses all reasonable endeavours to assess and monitor the suitability of the Content, GGFL does not warrant that all of the Content is appropriate for use in a school environment. You accept that You search, view and download Content at Your own risk, subject to Your right to complaint about item(s) of Content as detailed below.
(e) The GGFL Site and any information or other material contained in it are made available strictly on the basis that you accept it on an ‘as is’ and ‘as available’ basis. Where you rely on any information or other material contained in it, you do so entirely at your own risk and you accept that all warranties, conditions and undertakings, express or implied, whether by common law, statute, trade usage, course of dealings or otherwise in respect of the GGFL Site are excluded to the fullest extent permitted by law.
(f) GGFL excludes all liability whatever, to the fullest extent permitted by law, in respect of any loss or damage resulting or arising from any non-availability or use of the GGFL Site or of any other website linked to it, or from reliance on the contents of the GGFL Site or any material or content accessed through it.
12. DATA PROTECTION
(a) In the event that You wish to complain about Content included in the GGFL Site, You should report the Content to GGFL at the following address: firstname.lastname@example.org. Any such complaint should include the following details:
- Name and email address of the Individual, Institution or Authorised User reporting the infringement;
- The nature of the infringement (copyright infringement, obscene or abusive Content, defamation, etc);
- A hyperlink and reference number (where applicable) to the Content in question;
- Confirmation that in the case of someone reporting a copyright infringement, you are the copyright holder or are authorised to act on the copyright holder’s behalf.
(b) GGFL will review complaints promptly and will inform You of the outcome of its review within a reasonable time of receiving Your complaint.
(a) This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of this Agreement, whether oral or written.
(b) GGFL may change, add or remove portions of this Agreement, at any time. Such changes shall be sent via email or postal mail to your preferred address. Your continued use of the GGFL Site shall be deemed to constitute your consent to such changed terms.
(c) This Agreement may not be assigned by either party to any other person or organisation, nor may either party sub-contract any of its obligations, except as provided in this Agreement in respect of the management and operation of GGFL’s Server, without the prior written consent of the other party, which consent shall not be unreasonably withheld.
(d) Neither party’s delay or failure to perform any provision of this Agreement, as a result of circumstances beyond its control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this Agreement.
(e) This Agreement shall be governed by and construed in accordance with the law of England; the parties irrevocably agree that any dispute arising out of or in connection with this Agreement will be subject to and within the jurisdiction of the courts of England.
(f) In the event that the terms of this Agreement are translated into any language other than English, the terms of the English language version shall prevail.
(g) In the event of any comments or questions concerning the terms of this Agreement, please contact us by e-mailing Julian Mobbs, Managing Director at email@example.com, or writing to Julian Mobbs, Managing Director at Global Grid for Learning Ltd, 90 Long Acre, Covent Garden, London WC2E 9RZ, UK.
Please feel free to print a copy of this Agreement for your records.
In the event that You would like a signed copy of this Agreement for your records please print and sign below and then email or post the Agreement signed by You to Julian Mobbs, Managing Director at at firstname.lastname@example.org, or to Julian Mobbs, Managing Director, Global Grid for Learning Ltd, 90 Long Acre, Covent Garden, London WC2E 9RZ, UK with clear details as to where you would like the Agreement returned when counter-signed.
Signature of this Agreement does not affect the legal status of the Agreement, which should be clicked-to-accept as indicated above, whether or not a hand-signed version is generated.
FOR GLOBAL GRID FOR LEARNING LTD
Name (block capitals):
FOR YOUR INSTITUTION
Name (block capitals):