These Terms are binding on any use of the Software and apply to you from the time that Arlo provides you with access to the Software.
These Terms were last updated on 30 August 2014.
Arlo grants you the right to access and use the Software via the Website with the user roles according to your subscription type. This right is non-exclusive and non-transferable and limited by these Terms.
An invoice for the Access Fee will be issued to the Billing Contact each month starting 1 month from the date you added your first organisation within Arlo. All invoices will include the Access Fee for the preceding period of use. Arlo will continue invoicing you monthly until this Agreement is terminated in accordance with clause 8.
All Arlo invoices will be sent to you by email and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
You must only use the Software and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Arlo or condition posted on the Website.
As a condition of these Terms, if you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Software including (but not limited to): offers of goods or services for sale, files that may damage any other person's computing devices or software, content that may be offensive to any of our other users, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).
When you make any communication on the Website, you represent that you own the content of the communication. Arlo is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Software. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, Arlo does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Arlo against all claims, costs, damage and loss arising from your breach of any of these terms or any obligation you may have to Arlo, including (but not limited to) any costs relating to the recovery of any Access Fees that have not been paid by you.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Title to, and all Intellectual Property Rights in the Software, the Website and any documentation relating to the Software remain the property of Arlo (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Arlo Access Fee. You must maintain copies of all Data inputted into the Software. Arlo adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Arlo expressly excludes liability for any loss of Data no matter how caused.
You acknowledge that:
Arlo gives no warranty about the Software. Without limiting the foregoing, Arlo does not warrant that the Software will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that you are acquiring the right to access and use the Software and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Software, the website or these Terms.
When you sign up for the Service you have 30 days in which you can evaluate Arlo with no obligation to continue. Should you choose to continue using Learning Source, you will be billed from the day following the 30 day trial period. If you choose not to continue, you may terminate these Terms by sending an email within those 30 days to email@example.com.
There will be no refund for any remaining prepaid period for a prepaid Access Fee subscription, unless that subscription is cancelled within the 30 day trial period.
These Terms will continue for the period covered by the Access Fee paid in clause 3.1. These Terms will automatically continue for the same period unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period.
Arlo may take any or all of the following actions, at its entire discretion:
Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination.
On termination of this Agreement you will:
Clauses 3.1, 3.6, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Learning Source. If you still need technical help, please check the support provided online by Arlo or failing that email us at firstname.lastname@example.org.
Whilst Arlo intends that the Software should be available 24 hours a day, seven days a week, it is possible that on occasion it may be unavailable to permit maintenance or other development activity to take place.
If for any reason Arlo have to interrupt the Software for longer periods than Arlo would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the Website.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Arlo's prior written consent.
You accept that New Zealand law governs these Terms and you submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with these Terms, without reference to any conflicts of laws.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Arlo must be sent to email@example.com or to any other email address notified by email to you by Learning Source. Notices to you will be sent to the email address which you provided when setting up your access to the Software.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.