Acknowledgment and acceptance of General Terms and Conditions
updated: March 4 2019
These General Conditions apply to all users, regardless of whether a licence to Access the Service has been purchased by a school / educational institution on behalf of students and teachers, or directly by a student or parent. In the case of students who are minors, permission must be sought by that student’s school or parent / guardian (as applicable) before that student is provided with Access to the Services.
By installing, accessing or using the Services or any of the content made available via the Services, the Customer agrees to comply with the obligations set out in this Agreement.
Definitions used in this document
Commencement Date means the date the Services are to commence as set out in the Subscription.
Customer, "you" and "your" refer to you, the purchaser of the Services identified in the Subscription.
Customer Data means data of any kind in whatever form (including text images, audio and video) contributed, linked to, or otherwise made available, through the Service by or from a User.
Fees means the fees payable for the Services as set out in your Subscription.
Business Day means any day except a Saturday, Sunday, public holiday or bank holiday in New Zealand.
Initial Subscription means the initial subscription term set out in your Subscription.
Intellectual Property Rights means:
any patent, trade mark (whether registered and whether within or outside New Zealand), copyright, design or other design right (whether registered or unregistered) and any corresponding property or right under the laws of New Zealand or any other jurisdiction in the world (including any applications for registration of the foregoing rights);
any right under the laws of New Zealand or any other jurisdiction in the world to apply for the grant or registration of a patent, trademark, copyright, design, or any corresponding property right; and
any rights and the benefit of any obligation owed in respect of an invention, discovery, trade secret, know-how, concept, data, database, information, process, methodology, formula or confidential information.
Personal Information has the meaning given in the Privacy Act Privacy Act 1993 No 28
Services means the provision of access to Silverback Academic Media’s interactive e-learning tools, curriculum and content to you via the sciPAD Online Platform.
sciPAD, "we", "us", or “our" refers to Silverback Academic Media.
sciPAD IPR means all Intellectual Property Rights subsisting in the sciPAD Workbooks, sciPAD AR or any sciPAD website, and includes without limitation all Intellectual Property Rights (including software source code, exclusive of any Customer Data or User Content.
sciPAD Platform means our cloud-based, online, interactive e-learning tool and Augmented Reality Application.
Subscription means the details of your purchase of the Service.
Term means the term of the Services as set out in the Subscription.
User means a teacher engaged by your training or educational organisation, a student or other person authorised to use the Services.
User Account means a user name and logon for a User to access the Service.
Licence and Access
Subject to the Customer paying the Fee, Silverback Academic Media will provide access to the sciPAD Online Platform to the Customer and its Users. During the Term, Silverback Academic Media grants to the Customer a non-exclusive, non-transferable, and revocable licence (Licence) to access and use the Services for the purposes of preparing and delivering training and education activities, developing User Content and sharing Customer Data and User Content in accordance with the Subscription. All rights not expressly granted to you are reserved by us.
Security and Access
The Customer, be it school or individual must not disclose any user name or password details to any other person or store it in a manner that would reasonably allow another person or entity to obtain access to it.
The Customer must supply Silverback Academic Media with accurate and up to date information when taking out a sciPAD Online Subscription and this information must be updated by the Customer as required to ensure it remains accurate and relevant.
We make every effort to ensure the Service is available 24 hours a day, 7 days a week. Provided User Information. Silverback Academic Media will use reasonable endeavours to minimise the need for maintenance work (Scheduled Maintenance) that may cause disruption to Silverback Academic Media's ability to provide the Services to the Customer.
Silverback Academic Media reserves the right to undertake emergency maintenance in respect of the Silverback Academic Media Platform or otherwise without notification to the Customer. Where reasonably able to do so, Silverback Academic Media will notify the Customer prior to undertaking such emergency maintenance.
Silverback Academic Media reserves the right to monitor access and use of the Service from time to time including to ensure compliance with the Agreement and to comply with any usage restrictions.
Unless Silverback Academic Media agrees in writing, the Customer is provided with access to the Services only for its educational or internal school use.
The Customer must not and it must ensure that the Users do not, use the Content for commercial purposes without first obtaining our express written authority.
Development of the platform
sciPAD Online Platform is constantly under development. We will consult with you if we reasonably believe such changes could adversely affect your use of the sciPAD Platform or your use of the Services. We reserve the right to delete, modify, change, evolve and improve existing Content, including curriculum, product features and tools, at any time without notice or consent. or end of subscription
User code of conduct and Access rights
Any user, including, students or teachers or general users, found to be in breach of these General Conditions, acting in a manner that we deem to be inappropriate or inconsistent with the spirit of these General Conditions (e.g. hacking results or completion on the sciPAD Platform OR attempting to bypass security controls or otherwise gain unauthorised access to resources within the Service), or knowingly disrupting the proper operation of the Service in any way may have their Access to the Services revoked.
The user must maintain the confidentiality of any login name and password allocated to it or the Users and not to disclose them to any third party including other students.
Services protect their usernames and passwords from unauthorised use. If you suspect any unauthorised use of your account, please notify us immediately.
Users are not to distribute content to any person or entity that is not a User unless otherwise allowable as part of the Service.
You must take your own precautions to ensure that the process, which you employ for accessing the Services, do not expose you to the risk of viruses, malicious computer code or other forms of interference, which may damage your own computer system or device. We do not accept responsibility for any interference or damage to your own computer system or data, which arises in connection with your Access.
On termination subscription, the Licence to the Service will be revoked and, from that date, the Customer must immediately cease and must ensure the Users cease accessing and otherwise using the Services.
Silverback Academic Media will issue to the Customer a final tax invoice for all Fees due. Silverback Academic Media will not refund any Fees to the Customer for any Services provided up to the date of termination
Either party may terminate this Agreement immediately on written notice to the other party if:
the other party fails to comply with a material term of this Agreement and does not remedy that default or breach within 7 days after receiving written notice to do so; or
the other party fails to comply with a material term of this Agreement which is not capable of being remedied.
School or User fails to pay Silverback Academic Media any amount that is due and payable under this Agreement within 14 days of written notice to the Customer demanding payment.
Termination of this Agreement will not affect the obligations, rights or remedies of either party under this Agreement which have accrued at the date of termination
A paid subscription to any Silverback Academic Media online service permits the subscribed user access to the resource in its native format across both static and mobile devices only.
For our School Customers that purchase licenses on behalf of students and teachers, we enter into additional, specific terms at the time of purchase. Access by the School Customer and its teachers and students is governed by these Purchase Terms in addition to our General Conditions.
This Agreement commences on the Commencement Date and will continue for the Initial Subscription unless terminated earlier.
New Zealand bases subscriptions are based on the school calendar year and typically run from 1 January through to 31 December.
At the end of the Initial Subscription, and upon each anniversary of the expiry of the Initial Subscription, the Term of this Agreement will be extended by a further term of 12 months, unless the Customer provides 30 days prior written notice that it does not intend that the Term of the Agreement be renewed.
Home subscription licences are for individual, non-commercial, purposes and are non-transferable.
Users are responsible for their own internet usage charges. It is the responsibility of the user to ensure their computer and internet access is sufficient to access to the Services.
To the best of its knowledge as at the date of this Agreement, any software, data, or other materials to be provided by the Silverback Academic Media to the customer employed by the Customer in its use of or receipt of the Services does not infringe any Intellectual Property Rights of any third party, and is not obscene or defamatory of any person and does not violate any applicable laws.
Except where otherwise specified, any word or device to which the TM or ® symbol is attached, is a trademark in which we claim proprietary rights. We also assert all our trademark rights under the common law or otherwise. If you use any of our trademarks in reference to our activities, products or services, you must include a statement attributing that trademark to us. You must not use any of our trademarks:
in or as the whole or part of your own trade marks;
in connection with activities, products or services which are not ours;
in a manner that disparages us or our information, products or services (including this Site).
Unless required by applicable law we will not delete any Customer Data during any period of restricted access to, or suspension of, the Service.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is due to Force Majeure.
Any party who is, by reason of Force Majeure, unable to perform any obligation or condition required by this Agreement to be performed shall notify the other party as soon as possible, with the notice to contain details of the circumstances giving rise to the event of Force Majeure.
Disclaimer and limitation of liability
Although we have no reason to believe that any information contained in these Services is inaccurate, we do not warrant the accuracy, adequacy or completeness of the information except where warranties are made non-excludable by applicable legislation.
We do not accept responsibility for loss suffered as a result of your reliance on the accuracy or currency of information contained in this Service except where such liability is made non-excludable by applicable legislation. We and our directors, officers, agents, employees and contractors do not guarantee or warrant the Site will be uninterrupted, without delay, error-free, omission-free or free of viruses. The Content is provided “as is” without warranties of any kind, express or implied, including as to accuracy, timeliness and completeness except where warranties are made non-excludable by applicable legislation.
Silverback Academic Media will not be liable to the Customer for any loss or corruption of the Customer Data for any reason including our negligence.
Neither we nor our directors, officers, agents, employees or contractors will be liable for any loss or damage, however arising (whether in negligence or otherwise), in connection with your Access, the Content or any omissions from the Content, except where liability is made non-excludable by applicable legislation.
The Customer indemnifies Silverback Academic Media for any and all loss and damage (including legal fees) arising out of or in connection to:
1. any breach of this Agreement by the School or a User;
2. any breach of any applicable law, in connection with your use of the Service;
3. all and any claims whatsoever and howsoever arising made by any third party in connection with or arising out of the Customer’s access or use of the Services, Customer Data or User Content; and
4. any failure by the Customer to obtain a consent necessary for Silverback Academic Media to provide the Services.
Neither party is liable to the other party for any indirect, incidental, special, exemplary or consequential loss or damage, loss of profits or anticipated profits, loss of revenue, economic loss, loss of business opportunity, damage to goodwill, loss of data, deletion or corruption of electronically or digitally stored information or loss or damage resulting from wasted management time
Each party’s total maximum aggregate financial liability to the other party under or in connection with this Agreement or any other agreement between the parties, whether such claim arises in contract or in tort or otherwise, shall not exceed the amount of the total Fees paid in the 12 month period prior to the cause of action.
Copyright in this Site (including all content, text, graphics, logos, icons, sound recordings, video, software and downloadable / printable files, worksheets and resources) is owned or licensed by us. Other than for the purposes of, and subject to the conditions prescribed under, NZ Copyright Act 1994 No 143
This Agreement contains the entire agreement of the parties with respect to its subject matter. It sets out the only conduct relied on by the parties and supersedes all earlier conduct by the parties with respect to its subject matter.
The Customer is not entitled to assign or otherwise deal with any of its rights and obligations under this Agreement, without the prior written consent of Silverback Academic Media.
Silverback Academic Media may assign or otherwise deal with any of its rights and obligations under this Agreement, without the prior written consent of the Customer.
No right under this Agreement shall be deemed to be waived except by notice in writing signed by each party. A waiver made by a party will not prejudice its rights in respect of any subsequent breach of the Agreement by the other party.
Each party must do all things necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.
If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall deemed deleted.
This Agreement is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there, and agree that they will not object to the venue or claim that the relevant action or proceedings have been brought in an inconvenient forum.