Term of Use

Welcome to Cleverbean, which is run by Cleverbean Pty Ltd (ACN 612 707 892) (Cleverbean, we, us or our). By using the Cleverbean services or application or content (Services), you, the member who provides any information to set up an account with the intention of using our Services (Member, you) confirm you accept these Terms of Use and agree to be bound by them.

We may, on notice to you, change these Terms of Use. Your continued use of the Services following any changes indicate your acceptance of the changes.

1. SERVICES

1.1 Access and content sharing. We will provide you with access to an online platform that:
(a) gives you, the teacher access to various strategies, lessons content, known as “Lessons” and sequenced groups of lessons, referred to as “Units” to assist students progress through development stages of reading;
(b) allows you, the teacher to share Lessons and Units with other teachers, parents of other interested parties;
(c) allows you, the teacher to save Lessons and Units in their profile for the purpose of planning and organising their English programs with their classes
1.2 During sign up to the Services. You will be required to set up an account, and purchase a subscription to access the Services. At the point that an account is created whereby you have a username and password and have shared with us your name, email address and / or phone number, you are considered a Member and we may provide a service to contact you in regards to completing your Membership access by providing payment for your subscription to use the Services.
1.3 Membership to our Services. You, or a School on your behalf, may purchase a membership to our Services, which entitles you use of our Services with your class or classes for the period of the membership.
1.4 Use of the services. You must use the Services only for lawful purposes and in a way which does not infringe the rights of anyone or restrict or inhibit anyone’s use of the Services.
1.5 Membership expiry. If your membership to our Services expires due to cancellation of the Services and Member account, or due to credit card payment failures and it is not renewed within 30 days, you must delete any content you downloaded or copied during your membership time wherever it is digitally or physically stored and cease to use any Cleverbean content.
1.6 Availability of the services. You understand and agree that the Services are provided “as is” and “as available”. You agree your use of the Services is at your own risk. We do not represent or warrant that the operation of the Services will be secure, confidential, uninterrupted, error-free, accurate, complete or current.

2. TEACHERS

2.1 If you are a teacher, you must:
(a) comply with any applicable school policies and;
(b) only share information related to any student with other teachers within the same school group;

3. YOUR ACCOUNT

3.1 Account setup and access to the Services. In order to access certain features of the Services, you must set up an account and provide some personal information, you will also need to agree to a subscription package of monthly or yearly cadence.
3.2 You agree and acknowledge that all information you provide us will be true, accurate, current and complete and you must not create an account for anyone other than yourself.
3.3 Keeping your account secure and confidential. You are solely responsible for maintaining the confidentiality and security of your account and all activities on or through your account.
3.4 Unauthorised usage of your account. You must notify us immediately of any unauthorised use of your account. We are not liable for any loss or damage arising in connection with any unauthorised use of your account.
3.5 Cancelling your account. You may cancel your account for any reason by notifying us, we have 7 days to cancel your membership and you will continue to have use of your account for any amount of time still remaining in your subscription period (ie, the date that your subscription expires).
3.6 Failing to comply with these terms of use. We may disable, suspend or cancel your account if you fail to comply with your obligations under these Terms of Use.

4. CONTENT

4.1 User content creation. You are responsible for all the content that you submit, post or display on or from your account, including data, text, files, information, usernames, images, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other materials (User Content).
4.2 You must not submit, post or display any User Content that:
(a) you do not have permission, right or license to use;
(b) is objectionable, offensive, unlawful, deceptive or harmful; or
(c) is illegal, fraudulent, or manipulative.
4.3 Our right to remove content. We may remove User Content which is inappropriate or is in breach of these Terms of Use without notice. We may also request it’s removal from other websites should it be the IP of Cleverbean that has been posted onto other websites or social media channels without reference or approval.

5. FEES AND PAYMENT

5.1 Subscription fees and auto renewal. From 17 January 2022, all users will be required to pay a fee for the Services. This fee will remain fixed during the initial term of your subscription unless:
(a) You upgrade to a different package; or (b) You subscribe to additional features or products (c) At the beginning of each subscription period, your selected payment method will be charged the fee. This will automatically occur via Paypal based on your chosen subscription period, either monthly or yearly and upon the charge being made, your subscription will be valid for the next month or year respectively.
5.2 Fee adjustment at subscription renewal. We may choose to increase or decrease fees over time as the product evolves, in the event that we make this change, you will be notified in writing via email with the registered email address in your account at least 30 days prior, and the fee changes would only come into effect at the beginning of your new subscription period. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current terms by giving the required 30 days written notice.
5.3 Free trial periods and fees. If you are to join during a free trial period, you will still need to complete payment information upfront and in advance of your free trial period. You will not be charged any fees within the free trial period and may cancel anytime from your profile in your account on app.cleverbean.co. Payment will be taken on the day after the free trial period ends.
5.4 Cancellation and refunds. You may cancel your account with 3 days notice prior to the end of your subscription term. No refunds will be provided for time not used. You agree you are not entitled to any refund of any fees you have paid in advance.
5.5 GST and Taxes. Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under these Terms of Use are exclusive of GST. If GST applies to a supply by any party under these Terms of Use, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply.
5.6 Payment information. All fees will be captured using Paypal, and all payment and billing information will therefore be stored privately within Paypals services. Cleverbean will therefore not hold any payment or billing information. Should you need to update your payment information, you will need to do so via logging into Paypal.
5.7 Payment failure. If your payment is to fail, either due to expired credit card details or any other reason, we reserve the right to remove your access from Cleverbean. If we notice this is an issue, we will notify you via the email you used to sign up to your account to give you an opportunity to update your details prior to blocking your access.

6. CONFIDENTIALITY

Both parties must keep all confidential information confidential and use such information for the sole purpose of performing the obligations under these Terms of Use.

7. INTELLECTUAL PROPERTY

7.1 We own, or are the licensee of, the intellectual property rights to all the content of the Services, including all text, photos, graphic designs and images that are included in all Units, Lessons, and Resources available on cleverbean.co and app.cleverbean.co.
7.2 When you or your students edit the content. While we allow you or your students to download or send editable Resources available in the Services to Google Classroom, you acknowledge that the original content is the Intellectual Property of Cleverbean. As a member of the Services, we give you permission to download, use and edit content for the sole purposes of student work. This does not grant you the right to upload any content that uses the content within the Services to other websites for the use of gaining any commercial benefit, unless prior agreement with Cleverbean where there is a mutual benefit. Any non commercial use of the content should reference Cleverbean as the owner of the content and must only be used by people who are Members of Cleverbean. To ensure the Intellectual Property is not shared in breach of this agreement, the Member should only share content via using the Share Lesson feature from the lesson page, or sharing URL links directly from app.cleverbean.co.
7.3 By setting up an account, you:
(a) give us a perpetual, irrevocable, worldwide, royalty-free and non-exclusive licence to use and reproduce the content posted by you on or through the Services for the purpose of supplying the Services; and
(b) consent to us disclosing content posted by you on or through the Services (including personal information) with our suppliers.

8. FEEDBACK

8.1 We welcome and encourage you to notify us of your feedback, comments and suggestions for improvements to the Services.
8.2 You acknowledge and agree that all feedback you give us will be our sole and exclusive property and you agree to assign to us all of your right, title, and interest in and to all feedback (including intellectual property rights) in the feedback, and waive any moral rights you may have in such feedback.

9. DATA

9.1 We will collect some data to ensure the Service can run and fulfil its primary purposes. You acknowledge and agree:
(a) we may collect aggregated information about your activities, including web requests Internet Protocol (IP) addresses, browser types, referring/exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages and pages viewed; and
(b) we may collect details of how you use the Services, including search queries, the types of content you view or engage with or the frequency and duration of your activities; and
(c) we may contact you via phone, email or within the Services to discuss the status of your membership, payment updates, upgrades, marketing, feedback and market research unless you request to unsubscribe from this contact from us.
9.2 You own and retain all rights to your Personal Information data. You agree for us and our licensors to use the User Content and Behavioural data only as necessary to provide the Services to you as permitted by this agreement. If you are using the Subscription Service on behalf of another party or person, then you represent and warranties that you have all sufficient and necessary rights and permissions to do so.
9.3 We will use User Content and Customer Data only in order to provide the Subscription Service to you and only as permitted by applicable law and this agreement.
9.4 Data practices and machine learning. We may collect information about you and your content preferences when you interact with the Service as permitted by the Agreement. We will only use personal information when it comes to contacting you in relation to the Services we provide, this may be directly or via a third party. We may also aggregate and anonymise this information and share it with third parties provided that we do not include any Customer Data or identifiable Users.
9.5 Machine learning. We may, as permitted by this agreement, use Customer Data in an anomolysed manner for machine learning to support certain product features and functionality within the Services.
9.6 Protection of customer data. We will maintain appropriate commercially appropriate administrative, physical and technical safeguards to protect your personal data and preferences saved within the Services.
9.7 You can request the removal, deletion and retrieval of of your profile and all data associated with your profile at any time by emailing support@cleverbean.co

10. LIABILITY

10.1 We are not liable for any loss or damage, however it arises, whether in contract, statute or tort (including negligence), arising out of, or in connection with:
(a) any content that is incorrect, inaccurate or incomplete. If you rely on any such content, you do so at your sole risk and you are responsible for any independent verification of the content;
(b) any negligence by us, our employees or contractors in connection with your use of this Services; or
(c) third party sites or resources. The Services may contain links to third party sites and resources and we have no control over those sites.
10.2 Our liability for breach of a statutory guarantee which cannot be excluded by law is limited, at our option, to either the supply of the services (or equivalent services) again or the payment of the cost of having the services supplied again.
10.3 To the extent permitted by law:
(a) we exclude liability for any loss of profit, loss or corruption of data, special, exemplary, punitive, incidental, indirect or consequential loss or damages suffered or incurred or arising in connection with the Services or in connection with any act or omission by us (negligent or otherwise); and
(b) our aggregate liability in connection with these Terms of Use, whether based on warranty, contract, statute, tort (including negligence) or otherwise, will not exceed $80 AUD.
10.4 You agree to indemnify us against all claims, damages, costs, expenses (including legal fees), losses (including loss of income and business opportunities) or liabilities that are suffered or incurred by us arising from, or in connection with:
(a) your breach of these Terms of Use;
(b) your negligent, wrongful or unlawful act or omission;
(c) any personal injury or death, or loss of, or damage to, property caused by your act or omission; or
(d) any infringement of a third party’s rights.

11. GENERAL TERMS

11.1 We may modify any or all of the Agreement by posting a revised version of the Terms of Use agreement on cleverbean.co/terms. The revised version will become effective and binding the next business day after it was posted. We will provide you notice of this revision by email or in-app notification.
11.2 Force Majeure. Neither party will be responsible for failure or delay of performance if cause by: an act of war, hostility, or sabotage; act of God, electrical internet and telecommunication outage that is not cause by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.3 Actions permitted. Except for actions for nonpayment or breach to a parties proprietary rights, no action, regardless or form, arising out of or relating to this agreement may be bought by either party more than 1 year after the cause of the action has accrued.
11.4 Notices required to be given under these Terms of Use may be sent by email at support@cleverbean.co, by post or in the case of notices we give you, by making the information available through the Services.
11.5 Any warranty, indemnity, or obligation of confidentiality in these Terms of Use will survive termination. Any other term which by its nature is intended to survive termination of these Terms of Use survives termination of these Terms of Use.
11.6 These Terms of Use set out the entire agreement between you and us relating to the supply of the goods and/or services described on the Site and supersedes all prior discussions and communications.
11.7 There is no relationship of employment, partnership, agency or fiduciaries between you and us.
11.8 If any term or provision of these Terms of Use are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Use and the remaining terms and conditions will be unaffected.
11.9 This agreement is governed by and constructed under the laws of New South Wales, Australia and the courts of that jurisdiction will have exclusive jurisdiction over any dispute arising out of this agreement.