1. FREE RANGE ENGLISH USER AGREEMENT

1.1. This Agreement sets out the terms and conditions relating to the online content provided free of charge and content subject to payment (“Free and Paid-for Content”) that Languages Out There Ltd (“the Siteowner”) of Onega House, 112 Man Road, Sidcup, Kent DA14 6NE (registered office) will provide to you (“the User”) either from our websites and applications or those of our official partners who sell our materials. If the User has any questions they should contact the Siteowner at: info@languagesoutthere.com.

1.2. Please read this Agreement carefully

By accessing www.freerangeenglish.com, a Free Range English app, www.languagesoutthere.com, www.englishoutthere.com (“the Site”) or any third party social network, content storage or learning management system used by the Siteowner (e.g. Google Drive, Sites, Plus, Facebook groups, Edmodo etc.) and any of the published materials the User is agreeing to the terms and conditions below. The Site Owner recommends that the User keep a copy of these Terms and Conditions for future record.

1.3. If the User uses the Site or materials in the course of business the User is also agreeing to these terms and conditions on behalf of that business.

1.4. If the User does not agree with the terms and conditions (or the User is not authorised to do so) the User should not use the Site or materials

2. DEFINITIONS

Authorised Users – means current members of staff of the institution and individuals who are currently studying at the institution who are permitted to use the secure electronic teaching environment
Confidential information – means as described in clause 7.2 Fees – means any fee charged by Languages Out There to a User for that User’s use of some or all of the the Siteowner’s Content. Free content – means the content detailed in Schedule 1 Marks – means those detailed in Schedule 2 Paid for content – means the content detailed in Schedule 1

Sites – www.freerangeenglish.com, www.languagesoutthere.com and englishoutthere.com

Siteowner – means Languages Out There Ltd

Territory – means Worldwide

User – means any person who visits the Site to use some or all of the Languages Out There content;

2.1. The Site Owner reserves the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted in the latest Terms and Conditions online on the Website, although we may also email you with the latest draft. We may introduce the changes with or without notice to you, although where we reasonably consider the change to be significant, we shall endeavour to give at least 30 days’ warning of the changes.

3. GRANT OF RIGHTS

3.1. The site owner grants to the User a non-exclusive license to use the Marks in the Territory for the purpose of promoting or in connection with the Business (‘teaching or organising related events’) for so long as this Agreement subsists.

3.2. Permitted Uses for Individual Users;

3.2.1. Download and access Free Content and Paid for Content

3.2.2. The User is only permitted to use the Free Content or Paid for Content for his own personal purposes and not for any commercial use or gain.

3.2.3. The User may print the Free Content or Paid for Content

3.2.4. The User shall not amend or alter the Free or Paid for Content

3.2.5. The User shall not provide a copy or reproduction of any of the Free or Paid for Content to any third parties, other than short extracts for the purpose of criticism or review as part of non-commercial works.

3.3. Institutions

3.3.1. Download and print content for the purposes of instruction and teaching

3.3.2. Load the Free Content or Paid for Content onto the User’s secure electronic teaching environment and incorporate the Free Content or Paid for Content in printed or electronic Course or Study Packs. Each item will carry watermarking to identify the source.

3.3.3. Make such back-up copies of the Free Content or Paid for Content as are reasonably necessary

3.3.4. Allow Authorised Users to have access to the Free Content or Paid for Content via the secure electronic teaching environment.

3.3.5. Allow authorized Users to;

3.3.5.1. View and display Free Content or Paid for Content

3.3.5.2. Electronically save the Free Content or Paid for Content for personal use

3.3.5.3. Print copies for personal use

3.3.6. Ensure that neither the User or Authorised Users do not use the whole or part of the Free Content or Paid for Content for any commercial use.

4. REGISTRATION PASSWORDS AND PRIVACY

4.1. The use of the Site signifies the User’s consent to the Siteowner collecting and using personal information about the User in accordance with the Siteowner’s Privacy Policy. The User can read the Privacy Policy at Privacy Policy. The User does not have to register to use the Site in order to access it and enjoy the content other than the Paid-for Content. If the User wishes to access the Paid-for Content the User will be asked to provide the Siteowner with accurate, complete registration information, including contact details, and it is the User’s responsibility to update and maintain this information. The Siteowner is entitled to rely on this information to provide Paid-for Content.

4.2. The User might also be requested to create a Password in a format specified by the Siteowner (“the Password”). The User shall not disclose the Password to any other person or entity and shall ensure that the Password remains confidential at all times. In the event that the User knows or has a reasonable suspicion that a third party knows the User’s Password, the User shall notify the Siteowner immediately by contacting the Siteowner at info@languagesoutthere.com. If the Siteowner has reasonable grounds for believing that the User has misused or is misusing the Password, the Siteowner may require the User to change the Password or may suspend the User’s use of the access to the Site, including Paid-for Content, until such time as the Siteowner is satisfied that the security of the Site is no longer compromised by the User’s activities.

5. SERVICES AND FEES

5.1. The Siteowner shall provide Free and Paid-for Content. This includes any subscriptions for Paid-for Content, printed or digital electronic books, PDFs and MP3s that are available.

5.2. The Siteowner reserves the right to vary the Free and Paid-for Content and does not guarantee that the content provided free of charge (“Free Content”) will remain free of charge and does not guarantee that the content provided subject to payment (“Paid-for Content”) will remain a paid-for service.

5.3. The User shall agree to pay any subscription or one-off fees (“Fees”) at rates in effect when the charges are incurred.

5.4. The User must provide the Siteowner with complete and accurate payment information.

5.5. The User can pay using a credit or debit card or by setting up a standing order. By submitting credit or debit card details to the Siteowner the User warrants that they are entitled to purchase the Paid-for Content using those payment details. In the event of an unauthorised payment the Siteowner reserves the right to suspend or terminate the User’s access to the Site and Paid-for Content. If no payment authorisation is received or payment authorisation is subsequently cancelled, the Siteowner may immediately terminate or suspend access to any Paid-for Content and/or the Site. The Siteowner will try to process the User’s request for any Paid-for Content promptly but does not guarantee that the Paid-for Content will be available to the User by any specified time.

5.6. A contract with the User for Paid-for Content will come into effect when the Username and Password are issued to the User. The User having paid the Fee for a subscription for the supply of Paid-for Content for a defined period the User will have no right of cancellation for the supply of the Paid-for Content other than the right to cancel the subscription for Paid-for Content. This does not affect the User’s statutory rights.

5.7. Unless otherwise stated on the Website, all prices due to us are inclusive of value added tax (if applicable), but exclusive of all other taxes and duties and charges which you shall pay in addition at the same time as payment of other sums due.

6. INTELLECTUAL PROPERTY

6.1. The copyright and all other rights in the text of the Manual, Learning Materials, Lesson Plans and Courses, including any translations thereof, all other documents supplied by the Site Owner, photographs and all secret or confidential information contained therein are the sole property of the Site Owner and the User undertakes not to copy the Manual, Materials, Lesson Plans and Courses any translations thereof, photographs and other documents supplied by the Site Owner or to disclose any of its contents or concepts to any other party.

6.2. User undertakes not to make any direct or indirect use thereof otherwise than in providing the Services in accordance with the terms of this Agreement. For the purpose of this Clause the Manual, Learning Materials, Lesson Plans and Courses shall be deemed to include the Manual, Learning Materials, Lesson Plans and Courses as originally provided to the User together with all translations additions and amendments thereto from time to time.

6.3 By uploading any User Generated Content inspired by or based upon Free and Paid-for Content to a Site, Application or Social Media Platform the User irrevocably licences all intellectual property rights in such User Generated Content to The Siteowner and The Siteowner shall be able to use the User Generated Content without restriction or further notice to you. This licence shall be non-exclusive, perpetual, transferable and royalty free. The Siteowner is not responsible for any loss, theft, rights infringement or damage of any kind to the User Generated Content and you take sole responsibility for the User Generated Content that you provide to us. The Siteowner shall not be under any obligation to backup any content available on Sites, Apps or Social Media Platforms.

7. CONFIDENTIALITY

7.1. Each party shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether disclosed or obtained before, on or after the commencement of this User Agreement) and shall not use nor disclose the same save:

7.1.1. for the purposes of the proper performance of its obligations or exercise of its rights under this User Agreement; or

7.1.2. as otherwise permitted by this User Agreement; or

7.1.3. with the prior written consent of the other party.

7.2. For the purposes of this agreement Confidential information shall mean information concerning the Site Owner which is not in the public domain, and in particular but without limitation, as to the Site Owner’s methods of operation, profits, financial affairs, present or future plans or policies or any other information relating to the Site Owner’s operations to any third party other than those items of information provided to members of the website for the purpose of creating a licensing opportunity.

7.3. This obligation will continue in force after termination of this Agreement; and not to use the Know-How for any purpose other than exploitation of the Business, and not to disclose the Know-How to any third parties.

8. TERM, SUSPENSION AND TERMINATION

8.1. This User Agreement shall commence on the date on which you agree to this User Agreement when using the Free Content and Paid for Content and/or submitting your details to become a User.

8.2. The Site Owner shall be entitled immediately or at any time (in whole or in part), without Liability to you, to: i) suspend your use of the of the Material and/or Website (in whole or in part); ii) suspend the use of the Material and/or Website (in whole or in part) for persons we believe to be connected (in whatever manner) to you or another suspended or terminated or banned User (including who may have the same or similar email address or Internet protocol address to you or them); and/or iv) terminate this User Agreement immediately; if:

8.3. you commit any material breach of these Terms and Conditions; or

8.4. we suspect, on reasonable grounds, that you have, might or will commit a material breach of these Terms and Conditions.

9. LIMITATIONS ON USE OF THE WEBSITE

9.1. All content and services provided by the Siteowner belongs to the Siteowner The Siteowner owns all the intellectual property rights in the content and services. The content and services provided are solely for the personal use of the User (as an individual of freelancer) or the business on whose behalf they have purchased them (i.e. Users who are employees of schools, colleges or teaching and learning centres must purchase an Institutional Licence and clearly state the address of the business premises that the licence is applicable to for each paid subscription or product)

9.2. the User shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any content or service provided under this Agreement other than for the purpose of creating their own Out There branded teaching and language practice operation.

9.3. The User shall not carry out any act or omission or permit any act or omission to take place that infringes or is likely to infringe any intellectual property rights owned or used by the Siteowner or its Licensors

9.4. The User shall not remove or replicate any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in the content or services other than for branded licensed purposes.

10. WEBSITE LIMITATION OF LIABILITY AND INDEMNITY

10.1. The User expressly agrees that the use of, and browsing of the Site is at the User’s own risk. Neither the Siteowner nor any other party involved in creating, producing or delivering the Site, is liable for any direct, incidental, special, consequential, indirect or punitive damages arising out of the User’s access to, or use of, or inability to use the Site or any linked site or for the cost of procurement of substitute goods or services or resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Site or resulting from any unauthorised access to or alteration of your transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible property including legal costs and expenses, even if the Siteowner has been advised of the possibility of such damages.

10.2. The User expressly agrees that the downloading of any material from the Site is at the User’s own risk. Neither the Siteowner nor any other party involved in creating, producing or delivering the Site, is liable for any direct, incidental, special, consequential, indirect or punitive damages resulting from the User downloading material from the Site or any linked site, including but not limited to, damages for loss of profits, use, data or other intangible property including legal costs and expenses, even if the Siteowner has been advised of the possibility of such damages.

10.3. Without limiting the foregoing, everything on the Site is provided to the User “as is” and “as available” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to every User. The User must check their local laws for any restrictions or limitations regarding the exclusion of implied warranties.

10.4. While the Siteowner will use reasonable efforts to include accurate and up to date information on the Site, the Siteowner makes no warranties or representations as to its accuracy or completeness.

10.5. The Siteowner is not responsible for any errors or omissions or for the results obtained from the use of such information. The information is provided with the understanding that the information does not constitute any form of advice, recommendation or arrangement by the Siteowner or its affiliates or any other party involved in the Site and is not intended to be relied upon by Users in making (or refraining from making) any decisions based on such information. The User must make their own decisions on whether or not to rely on any information posted on the Site.

10.6. The Siteowner reserves the right to modify information displayed on this Site but it does not make any commitment to update the information displayed on this Site. No party [other than the Siteowner] who is involved in the workings of the Site will at any time be liable or responsible in any way for the content, including Paid-for Content, and information provided on or via the Site and for the User’s use of the Site. From time to time the Siteowner will make available to the User links from the site to third party sites. These sites are not in any way approved, checked, edited, vetted or endorsed by the Siteowner and the User agrees that the Siteowner shall not be responsible or liable in any way for the content, advertising or products available from such sites, the quality, functionality, suitability or legality of such sites or for any dealings that the User may have, or the consequences of such dealings, with such third party site operators. Any arrangements made between the User and any third party named on the Siteowner’s Site are at the User’s sole risk and responsibility and the Siteowner expressly disclaims any liability for third party information or opinions posted on this Site or any linked Sites that arises under criminal or civil laws relating to defamation, intellectual property, infringement, privacy, obscenity, or any other area of law.

11. INDEMNITY

11.1. The User agrees to indemnify, keep indemnified, defend and hold the Siteowner and its parent companies, subsidiaries, affiliates and their respective officers, directors, employees, owners, agents, information providers and Site Owners, (collectively the “Indemnified Parties”) harmless from and against any and all claims, damages, liability, losses, costs and expenses (including legal fees) (whether or not foreseeable or avoidable) incurred or suffered by any Indemnified Party and any claims or legal proceedings which are brought or threatened arising from the User’s use of, connection with or conduct on the Site or any breach by the User of these terms.

11.2. The Siteowner reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, and in such case, the User agrees to co-operate with the defence of such claim.

11.3. Consequences of Breach of these Terms In the event that the considers or determines, in their complete discretion, that the User has breached, violated or contravened the Agreement or has otherwise demonstrated inappropriate conduct in the use of the Site or the content or services they reserve the absolute right to: (a) warn the User that they have violated the Agreement and ask the User to discontinue such conduct; (b) discontinue the User’s membership of the site and/or any other related services, including Paid-for Content; and (c) take measures (including terminating, suspending or restricting the User’s use of the Site) to prevent the User from using the Site or linking to the Site.

12. USERS OBLIGATIONS CONCERNING THE MARKS

12.1. The Site Owners (the ‘siteowner’) hereby authorises the ‘the user’ to use the Marks for the purpose of promoting or in connection with the Business (‘teaching or organising related events’) for so long as this Agreement subsists and any usage of the Marks will be fully in accordance with the Site Owner’s directions which may be given from time to time.

12.2. The User shall use the Marks only for the purposes provided by this Agreement only in the form prescribed.

12.3. The User undertakes not to do anything to prejudice or damage the Site Owner’s goodwill and/or reputation in the Marks or to do anything that may give rise to the revocation or invalidation of the Marks. In the event that the User becomes aware of any infringements of the Marks by any third party trading under names which are similar or identical to the Marks, then the User shall immediately notify the Site Owner thereof in writing. Where the Site Owner deems it necessary or desirable to enforce its rights in the Marks the User shall at Site Owner’s cost join with the Site Owner as co-claimant or co-defendant in any action where a joinder is needed to afford the Site Owner the full relief provided by applicable law. Any damages recovered in any such action shall be for the account of the Site Owner. Any additional goodwill generated by the User under the Marks for the Services will enure to the sole benefit of the Site Owner.

12.4. The User will under no circumstances apply for registration of any trade mark, form a company under a name or register a domain name under a name which incorporates the Marks or any part or parts of them or colourable imitations of the Marks. The User will in all representations of the Marks used in the Business append in a manner approved by the Site Owner such inscriptions as are usual or proper for indicating that the Marks are registered and are being used under licence from the Site Owner.

13. THE USER’S GENERAL OBLIGATIONS

13.1. In order to maintain uniform high standards of the Out There Method and, to protect the Site Owner’s intellectual property rights and maintain the common identity and reputation of the Out There Method, the User hereby agrees:

13.2. to use best endeavours to promote the Business in the Territory;

13.2.1. to provide the Site Owner with the contact details of any Authorised Agents recruited to sell the Out There Method on their behalf, in order to enable the Site Owner to promote the sale and growth of the Out There Method;

13.2.2. to ensure that all personnel employed in the Business conduct themselves in such manner as not to discredit or adversely affect the reputation of the Marks;

13.2.3. to provide the Site Owner with copies of all publicity materials or other matter which refers to the Marks or any of them. The Site Owner retains the right to request the User to cease use of any publicity materials which do not satisfy the Site Owner’s stringent quality control criteria;

13.2.4. not to hold itself out as nor describe itself as the Site Owner’s agent nor in any way pledge the Site Owner’s credit (and for clarity it is hereby confirmed that the User has no authority as representative, agent or otherwise to in any way deal on the Site Owner’s behalf including but not limited to pledging the Site Owner’s credit or entering into any agreements) and to clearly indicate on all literature and correspondence relating to the Business a sign stating “The Out There method is operated under licence from Languages Out There Limited”;

13.3. to indemnify and hold harmless the Site Owner (together with its officers servants and agents) against any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the Site Owner arising out of the performance or non-performance by the User of this Agreement or resulting from any and all liability claims arising from the Business;

14. GENERAL

14.1. The User shall not assign, transfer, charge, encumber or otherwise deal with the whole or any part of this Agreement or any of its rights or obligations under this Agreement except with the prior consent of the Site Owner such consent not being unreasonably withheld

14.2. The Site Owner retains the right to assign, transfer, charge, encumber or otherwise deal with the whole or any part of this Agreement or any of its rights or obligations under this Agreement.

14.3. If any Clause or any part of any Clause in this Agreement is declared invalid or unenforceable by the judgment or decree, by consent or otherwise, of a court of competent jurisdiction from whose decision no appeal is or can be taken all other Clauses or parts of Clauses in this Agreement shall remain in full force and effect and shall not be affected thereby for the term of this Agreement.

14.4. No relaxation forbearance delay or indulgence by either party in enforcing any of the terms and conditions of this Agreement or the granting of time by either party to the other shall prejudice, affect or restrict the rights and powers of that party nor shall any waiver by either party of any breach of this Agreement operate as a waiver of or in relation to any subsequent or any continuing breach of this Agreement.

14.5. The parties shall execute all further documents as may be necessary or desirable to give full effect to the terms of this Agreement and to protect the rights of the parties under it.

14.6. This Agreement constitutes the entire agreement between the parties relating to its subject matter and each party confirms to the other that it has not entered into this Agreement on the basis of or in reliance on any representations or warranties made or given by the other party its servants or agents. Any notice or other document to be given under this Agreement shall be given by sending the same in a pre-paid first class letter or by courier to the address of the relevant party set out in this Agreement or to any other address which that party may have notified to the other for such purpose. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 14 days after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed stamped and posted.

14.7. Force majeure: Neither party shall have any Liability for any breach, hindrance or delay in performance of its obligations under this User Agreement which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen. An “Event of Force Majeure” means any cause outside of the party’s reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.

14.8. Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

14.9. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement

14.10. This Agreement shall be governed and construed and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts. Schedule 1 Know How, The Out There Provider Manual, Materials, Lesson Plans, Courses and Instructions Schedule 2 Marks Community Trade Mark in International Classes 9, 16 and 41 registered from 29 Oct 2004 OUT THERE OUT THERE! Out There Plus any new trade mark applications that LOT may file. We the undersigned agree to the above terms and conditions.