Terms of Service
Last Modified: November 2017
The following are the terms and conditions for use of the Teacher Progress Portal online service (the "Service") between Teacher Progress Ltd and you (either an individual or a legal entity that you represent as an authorized employee or agent). Please review this Terms of Service Agreement carefully. The Service may only be used by individuals who are at least eighteen (18) years old.
BY LOGING INTO THE PORTAL, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY THIS TERMS OF SERVICE (THIS "AGREEMENT").
The offering of the Service is conditioned on your acceptance without modification of this Agreement.
"Account" refers to the billing account for the Service.
"Customer Data" means the data in tables or other files stored in your Account which is collected through use of the Teacher Progress Portal website (the "Site").
"Deploy Code" means, collectively, the proprietary Service software that is installed on a web page for the purpose of displaying an application from your Account, together with any online documentation, and any fixes, updates and upgrades provided to you. The Deploy Code also refers to a URL, or the address of a web page, containing a link to the Service and an Application Key.
"Processing Software" means the proprietary Teacher Progress software that displays your application, retrieves and renders your application data, and processes submissions to your activated forms.
"Servers" means the servers controlled by Teacher Progress or sub contracted third parties upon which the Processing Software and Customer Data are stored.
"Service" has the meaning ascribed to such term in the first paragraph of this Agreement.
"Software" means the Deploy Code, the Processing Software.
"Submissions" refers to the number of submissions from forms which are linked to tables or other files in your Account.
"Website" means the collection of pages containing the Deploy Code.
Subject to the terms and conditions of this Agreement, Teacher Progress hereby grants you a limited, revocable, non-transferable, non-exclusive license to use the Software.
Subject to the terms and conditions of this Agreement, you may remotely access the Service at teacherprogress.co.uk and teacherprogressportal.co.uk. Your use of and access to the Software and the Service is conditioned upon the following:
You shall not (i) copy, modify, adapt, translate or otherwise create derivative works of the Software, or permit others to do so; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except to the extent expressly permitted by the law in effect in the jurisdiction in which you are located, or permit others to do so; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Deploy Code or the Service; (iv) remove any proprietary notices or labels on the Deploy Code or placed by the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software. You shall use the Software and Service solely for your own use, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You shall comply with all applicable laws and regulations in your use of and access to the Software and Service.
Unless otherwise agreed in writing between Teacher Progress Ltd and you, you may not use or access the Service if you are (i) an entity or individual that markets, distributes or provides database software or services or (ii) an entity or individual that will access or use the Service on behalf of an entity or individual that markets, distributes or provides database software or services.
This license will terminate immediately if you fail to comply with the terms of this Agreement. Upon such termination, you shall destroy all originals and copies of the Deploy Code in your possession and cease any further use of the Service without the express written consent of Teacher Progress Ltd.
The Service is offered to you to help you with the operation of your business. You agree not to use the products or services provided through or in connection with the Service to: (i) conduct any business that is unlawful, (ii) infringe or otherwise violate a third party's rights, (iii) collect information about individuals or third parties, without their express consent; or (iv) interfere with or disrupt the Service or Servers.
Teacher Progress reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Servers, at Teacher Progress Ltd’s sole and absolute discretion, without notice.
FEES AND SERVICES
The fees for the Service are to be agreed and accepted in writing and/or email. Teacher Progress Ltd reserve the right to vary the fees which will be effective after thirty 30 days of notice. Teacher Progress Ltd reserves the right to suspend or terminate your access to the Service for your failure to remit payment in a timely manner.
Amounts not paid by you to Teacher Progress Ltd when due may bear interest at the lesser of (i) one and one-half percent (1.5%) per month, and (ii) the maximum rate permitted by applicable law.
You understand and agree that your Service fee consists of an annual fee. The annual fee applies to all Accounts even if your Account is inactive. Annual fees automatically recur every year unless you notify Teacher Progress Ltd of your intention to close your account. Annual fees are charged at the beginning of your yearly cycle. Accounts maybe closed at any point during the annual period, however no refunds will be returned for the remainder of the period.
TERM; AUTOMATIC RENEWAL
The term of Accounts is indefinite unless terminated at any time in Teacher Progress Ltd’s sole and absolute discretion. This Agreement, as may be amended from time to time, shall remain in full force and effect for so long as your Account is valid.
From time to time Teacher Progress Ltd may offer a free trial of the Service to prospective customers. Teacher Progress Ltd reserves the right to discontinue the offering of free trial Service without notice. Free trials are meant to let prospective customers experience the Service before committing to it. Use of a free trial Service for anything other than the above is prohibited. Furthermore, you agree that you are not allowed to (i) open more than one trial account, and/or (ii) upon termination of your free trial account open a new trial account.
Free trial account users additionally agree that you (i) will not use more capacity and resources than allocated to your account, (ii) will not hide or otherwise tamper with Teacher Progress Ltd branding on any screen shots or pages, (iii) will maintain accurate and up to date contact and, to the extent collected by Teacher Progress Ltd, billing information, and (iv) agree to receive sales and marketing emails from Teacher Progress Ltd.
When you initially create an account, you may be asked whether or not you wish to receive marketing and other non-critical Service-related communications from Teacher Progress Ltd from time to time. You may opt out of receiving such communications at that time or at any subsequent time by notifying Teacher Progress Ltd via the email address email@example.com. Please be aware that because the Service is a hosted online application, Teacher Progress Ltd occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.
ACCOUNT INFORMATION AND DATA
Teacher Progress Ltd does not own any Customer Data. You, not Teacher Progress Ltd, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Data, and Teacher Progress Ltd shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. Teacher Progress Ltd reserves the right to withhold, remove and/or discard Data without notice for any breach of this Agreement, including, without limitation, your non-payment. Upon termination of your Account, your right to access or use the Data immediately ceases, and Teacher Progress Ltd shall have no obligation to maintain or forward any Data.
Teacher Progress Ltd shall not be liable for taxes and other governmental fees and assessments to be paid which are related to purchases made from you or from the Server. You agree that you shall be solely responsible for all taxes, fees, and assessments of any nature associated with products or services sold through the use of or with the aid of the Services.
SECURITY AND STORAGE OF INFORMATION
Teacher Progress Ltd has certain security measures in place to help prevent the loss, misuse or adulteration of Customer Data stored on the Servers. These measures include Secure Socket Layer encryption and the use of a firewall. Any questions or concern about security can be addressed via firstname.lastname@example.org. Notwithstanding the foregoing, Teacher Progress Ltd shall have no obligation or responsibility to preserve, archive, store or otherwise protect the integrity of the Data against corruption, deletion or destruction. Data is not stored for an indefinite amount of time.
ENHANCING AND MODIFYING THE SERVICE
Teacher Progress Ltd reserves the right to enhance, upgrade, or modify the Service with or without notice to you. Teacher Progress Ltd shall not be liable to you or any third party should Teacher Progress Ltd exercise its right to enhance or modify the Service.
You shall indemnify, hold harmless and defend Teacher Progress Ltd, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against Teacher Progress Ltd or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Teacher Progress Ltd or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of this Agreement, (ii) your negligence or misconduct in connection with the Service, or (iii) your violations of applicable law in connection with the Service.
THIRD PARTY TERMS
If you provide access to your forms, your Account or any portion thereof to any third party or use the Service to collect information from or on behalf of any third party (a "Third Party"), whether or not you are authorized to do so by Teacher Progress Ltd, these Third Party Terms shall apply to you.
You shall ensure that each Third Party abides by the terms of this Agreement. Any information of a Third Party that is considered confidential information of such Third Party shall be treated as confidential by you and shall not be disclosed to any other third party. Each Third Party shall be considered a customer of you, and not a customer of Teacher Progress Ltd; provided, however, that Teacher Progress Ltd reserves the right to enforce the terms of this Agreement against such Third Parties and you shall provide that Teacher Progress Ltd is a third party beneficiary with respect to your agreement with the Third Party.
Teacher Progress Ltd makes no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, you shall take all measures necessary to disclaim any and all representations or warranties that may pertain to Teacher Progress Ltd, the Service or the Software, or use thereof. You shall indemnify, hold harmless and defend Teacher Progress Ltd, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against Teacher Progress Ltd or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Teacher Progress Ltd, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) any representations and warranties made by you concerning any aspect of the Service or the Software to Third Parties; (ii) any claims made by or on behalf of any Third Party pertaining directly or indirectly to your use of the Service or the Software; (iii) violations of your obligations of privacy to any Third Party; and (iv) any claims with respect to acts or omissions of Third Parties in connection with the Service or the Software that would otherwise be a breach of this Agreement by you.
DISCLAIMER OF WARRANTIES
Teacher Progress Ltd does not warrant or represent that the use of the Service will be correct, accurate, timely or otherwise reliable. You specifically agree that Teacher Progress Ltd shall not be responsible for unauthorized access to or alteration of the Data or data from the Website.
THE SERVICE AND THE SOFTWARE ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY TEACHER PROGRESS LTD, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE AND THE SOFTWARE INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. TEACHER PROGRESS LTD DOES NOT WARRANT THAT THE SERVICE AND/OR THE SOFTWARE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT ERRORS WILL BE FIXED, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TEACHER PROGRESS LTD SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST REVENUE, PROFITS OR DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF TEACHER PROGRESS LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOREGOING PARAGRAPH.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.
Teacher Progress Ltd’s cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the total fees paid by you to Teacher Progress Ltd for use of the Service.
PROPRIETARY RIGHTS NOTICE
Title, ownership rights, and intellectual property rights in and to the Software, Teacher Progress Ltd’s confidential information, and any other Teacher Progress Ltd’s information and materials, and the Service, shall remain with Teacher Progress Ltd. Teacher Progress Ltd reserves all rights not expressly granted to you in this Agreement.
You may have access to information that is confidential to Teacher Progress Ltd ("Confidential Information"). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Teacher Progress Ltd's Confidential Information shall include, without limitation, the Service, Software, documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, licensee names, prospective licensee names, the terms and pricing under this Agreement, and the results of any comparative or other benchmarking tests with respect to the Service or the Software, in each case regardless of whether such information is identified as confidential. Confidential Information includes all information received from third parties that you are obligated to treat as confidential and oral information that is identified by Teacher Progress Ltd as confidential. This obligation of confidentiality does not apply to any information that is or becomes a part of the public domain through no act or omission by you, was in your lawful possession prior to the disclosure without any restriction on disclosure, or is independently developed by you without use of or reference to such Confidential Information. If you are required to disclose such Confidential Information to any court or government authority, then you agree to provide Teacher Progress Ltd with sufficient written notice prior to your disclosure to enable Teacher Progress Ltd to seek a protective order or otherwise prevent such disclosure. Such obligations of confidentiality shall survive any termination of this Agreement indefinitely.
You agree, unless required by law, (i) not to make Confidential Information available in any form to any third party (including but not limited to entities or individuals that market, distribute or provide web database software or services) except to your employees or agents who are required to know such Confidential Information to allow you to exercise your rights under this Agreement, and (ii) not to use the Confidential Information for any purpose other than in the performance of this Agreement. You shall not disclose the results of any performance tests of the Software or Service to any third party without Teacher Progress Ltd 's prior written approval. You agree to take all necessary steps to ensure that Confidential Information is not disclosed or distributed by your employees or agents in breach of this Agreement. You acknowledge and agree that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this section of the Agreement and that such breach would cause irreparable harm to Teacher Progress Ltd, therefore Teacher Progress Ltd shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law, in equity and/or under this Agreement.
This Agreement and the license granted herein will terminate automatically if you fail to comply with any of the terms and conditions hereof. Upon termination, you must remove the Deploy Code and all other Teacher Progress Ltd materials and information. Teacher Progress Ltd reserves the right to terminate this Agreement and your use of the Service for any reason or no reason.
To terminate your use of the Service, you must email and request that your account be deleted and the termination of your Account. Upon receipt and verification, a Teacher Progress Ltd representative will delete your Account and all of your Data. You will be charged for the billing period in which you terminate your account according to the terms of this Agreement. If you do not formally request the termination of your Account, you will continue to be billed for the Service.
MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES
Teacher Progress Ltd reserves the right to change or modify any of the terms and conditions contained in this Agreement, the Service, or any policy governing the Service, at any time, by posting the new agreement to the Site. You are responsible for regularly reviewing the site. Your continued use of the Site or the Services shall constitute your acceptance of any such changes and your agreement to be legally bound thereby.
MISCELLANEOUS; APPLICABLE LAW AND VENUE
Teacher Progress Ltd shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between the parties concerning its subject matter, and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable, and all other provisions of this Agreement shall remain in full force and effect. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, and any such attempted assignment shall be void and of no effect without the advance written consent of Teacher Progress Ltd, such consent not to be unreasonably withheld, conditioned or delayed. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective heirs, successors, permitted assigns, and legal representatives. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom without regard to its conflict of laws principles. You agree, in the event any claim or suit is brought in connection with Teacher Progress Ltd’s provision of the Services to you, to submit to the jurisdiction of the United Kingdom, and agree to the courts of the United Kingdom as the appropriate forum.
FOR MORE INFORMATION
If you have any questions or comments about this Agreement, the Service, or your experience with the Service, please contact Teacher Progress Ltd online at email@example.com.