Effective: 1ST MAY 2020.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR WEBSITE OR SERVICES
By accessing Sharpen or using our Services, you confirm that you accept these Terms and agree to comply with them. If you do not agree to these Terms, you may not use our Services and must not access our website or Sharpen.
As part of your use of Sharpen and the Services, there may be other terms which apply to you and to which these Terms refer including:
· Our Cookies Policy [link]. This sets out information about the cookies we use on our website and within Sharpen.
· Our Acceptable Use Policy. This sets out the permitted and prohibited uses for Sharpen.
· Our Community Guidelines. This sets out the guidelines by which we expect you to adhere to when you interact with people within Sharpen and through our Services; breach of our Community Guidelines could lead to you being banned from further accessing Sharpen.
Children under the age of 13 are not permitted to create an account or otherwise use the Services. When accessing Sharpen or our Services, you must also be over the legal age required by the laws of your country to create an account or otherwise use the Services.
By accepting these Terms, accessing Sharpen or using the Services you confirm you are over the legal age in your country. In addition, if you are under 18, by created an account on Sharpen you confirm that you have the consent of your parent or guardian to use our Services and, in particular, to make any purchases through Sharpen. If you are accepting using the Services on behalf of another legal entity (such as a business, government or academic institution), you are agreeing to the Terms on behalf of both yourself and that legal entity, and you represent that you have full legal authority to bind such entity to these Terms.
Sharpen helps you learn through connecting people and sharing notes. Our Services allow you to collaborate through e-learning content and communication, whether for academic, business, or personal purposes.
Sharpen grants you a personal, non-transferable, non-exclusive, revocable, limited license to use and access the Services solely as permitted by these Terms. We reserve all rights not expressly granted to you by these Terms.
Except as permitted through the Services or as otherwise permitted by us in writing, your license does not include the right to:
Specifically, you are not permitted to use Sharpen or our website (including the mobile app, any webpage and/or data that passes through our web domain(s)), its underlying computer programs (including application programming interfaces (“APIs”)), domain names, URLs, databases, functions or its content other than for private, non-commercial purposes. The use of any automated system, software, or manual process, whether operated by a third party or otherwise, to extract any data from Sharpen or our website for commercial purposes (“scraping”) is strictly prohibited.
We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of Sharpen or the Services will be subject to these Terms, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
To use certain features of our Services, you may be required to create an account with us (an “Account”) and provide us with a username, password, and certain other information about you.
You are solely responsible for the security of your Account. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
You must maintain the security of your Account and we recommend you use a strong password that is unique to your Account and not used across other websites or services.
If you discover or suspect that someone has accessed your Account without your permission, or if you use a password which becomes compromised due to its use on another website or service, you must notify us immediately at firstname.lastname@example.org.
You will not license, sell, or transfer your Account without our prior written approval.
We reserve the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
It is free to create an Account on Sharpen. However, access to the majority of our Services are premium features and are available on a subscription basis (“Premium Services”).
You may purchase subscriptions to these Premium Services through our website or through the Sharpen App by providing your debit card, credit card, or other payment information. We use third-party payment processors to process your payments securely and will share your payment information with them.
You can see details of the Premium Services you have purchased and the renewal date for your subscriptions in the “account” section in your Account.
If you buy any of our paid Services (“Premium Services”), you agree to pay us the applicable fees and taxes and agree to any additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. All Premium Services purchased will renew automatically at the end of each subscription period, and your payment method will automatically be charged the current fee and taxes applicable to the new subscription period. To avoid future charges, cancel before the renewal date.
You also agree that:
· Your purchase may be subject to foreign exchange fees or differences in prices based on location and that we have absolute discretion in determining any applicable exchange or conversion rate.
· The taxes payable by you in respect of the Premium Services you have purchased may be based on the billing information you provide us at the time of purchase.
· We may store and continue billing your payment method, to avoid interruptions in your Services and to pay for other Services you may buy.
· We may change our fees or benefits associated with the premium features from time to time with reasonable advance notice; provided, however, that no advance notice will be required for temporary promotions, including temporary reductions in the fees associated with the premium features.
Our website and the Services may contain information, text, links, graphics, photos, videos, or other materials (“Content”).
We are the owner or the licensee of all intellectual property rights in our site, the material published on it and the Content. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to Content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of Content on our site must always be acknowledged.
You must not use any part of the Content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
The Content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
Use of Sharpen, the Services, or our Content, allows you to create your own content (such as notes, graphics, documents and other derivative works), as well as submit or upload content of your own through your Account (collectively “Your Content”). We take no responsibility for and we do not expressly or implicitly endorse any of Your Content.
By submitting Your Content within Sharpen or through the Services, you represent and warrant that such contribution does apply with those policies and that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.
Content which you post on Sharpen will be visible to all members of your created session, unless you tag that post as private. Users who have purchased certain Premium Features may have access to additional controls allowing them to restrict who, and on what basis, other users of Sharpen can see their content.
Unless you have marked Your Content as private, when you submit Your Content through Sharpen, you acknowledge that such content may be considered non-confidential and non-proprietary. You retain any ownership rights you have in Your Content, but you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works from, distribute, perform, and display Your Content and any name, username, voice, or likeness provided in connection with Your Content in all media formats and channels now known or later developed. This license includes the right for us to make Your Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or individuals who partner with us. You also agree that we may remove metadata associated with Your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content.
Any ideas, suggestions, and feedback about our Services that you provide to us are entirely voluntary, and you agree that we may use such ideas, suggestions, and feedback without compensation or obligation to you.
Although we have no obligation to screen, edit, or monitor Your Content, we may, in our sole discretion, delete or remove Your Content at any time and for any reason, including for a violation of these Terms, a violation of our Acceptable Use Policy, Community Guidelines, or if you otherwise create liability for us. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
These include the interactive services provided as part of Sharpen, or on our website, including Sharpen’s collaborative tools, interactive pdf documents, chat rooms, bulletin boards, comments, public feedback pages, any services yet to be added to Sharpen’s functionality and such other services which allow you to interact with other Sharpen users (“Interactive Services”).
Use of all Interactive Services is subject to both our Acceptable Use Policy and Community Guidelines and you agree and warrant that any contribution you make through the Interactive Services does apply with those policies. All views expressed by users on our site do not represent our views or values.
We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
Our website or Services contain links to other third-party websites, resources products, or services, which may be posted by our affiliates, advertisers, partners, or by other users and, specifically, the Sharpen App will include e-learning content which is the copyright of third-parties (“Third-Party Content”). Third-Party Content is not under our control, and such links or content should not be interpreted as approval by us such Third-Party Content; we are not responsible, and accept no liability, for any of such Third-Party Content.
The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on the Services, including Your Content.
Sharpen helps you learn through connecting people. Our services allow you to collaborate through e-learning content, whether for academic, business, or personal purposes.
Our community thrives on you, the user, communicating with others. We strive to provide a safe, friendly and collaborative space; in turn we ask that you respect others when using Sharpen and that when using our website or Services, you respect others and their rights, including by following these Terms and our Community Guidelines.
In addition, you may only use the website and Services for lawful purposes, and you will not:
· Use the Services in any way which breaches any applicable local, national or international law or regulation, or in any way that is unlawful or fraudulent;
· For the purposes of harming or attempting to harm any person in any way, including any acts which constitute bullying, insults, intimidation or humiliation;
· Send, knowingly receive, upload, download, use or re-use any material which does not comply with our Terms, this Acceptable Use Policy or Community Guidelines;
· Send, knowingly receive, upload, download, use or re-use any material which may be constituting plagiarism or a breach of any parties’ intellectual property rights;
· Attempt to gain unauthorized access to another user’s Account or to the Services (or to other computer systems or networks connected to or used together with the Services);
· Knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
· Act in any manner that could interfere with, damage, disrupt, or negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
Keeping Sharpen a safe, friendly and collaborative space for learning requires that we set a few house rules on how you interact with others and share content, expressions and opinions.
We require that when posting any content, expressions or opinions on Sharpen (a “Contribution”) you comply with the following standards. We at Sharpen will determine, in our discretion, whether a Contribution breaches these Community Guidelines.
Any Contribution you post through Sharpen must:
· Be accurate (where it states facts).
· Be genuinely held (where it states opinions).
· Comply with the laws of England and Wales and in any country from which it is posted.
A Contribution must not:
· Be defamatory of any person.
· Be obscene, offensive, hateful or inflammatory.
· Be intended to bully, insult, intimidate or humiliate.
· Promote sexually explicit material or sexual depictions of minors.
· Promote violence.
· Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
· Infringe any copyright, database right or trade mark of any other person.
· Be likely to deceive any person.
· Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
· Promote any illegal activity.
· Be in contempt of court.
· Be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
· Be likely to harass, upset, embarrass, alarm or annoy any other person.
· Impersonate any person, or misrepresent your identity or affiliation with any person.
· Give the impression that the Contribution emanates, or is someway associated with, Sharpen or from any other company or organisation, if this is not the case.
· Advocate, promote, incite any party to commit, or assist any unlawful or criminal act.
· Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
· Contain any advertising or promote any services or web links to other sites.
· Contain spam or be intended to spam a particular e-learning session or bulletin board.
We respect the intellectual property of others and require that when using Sharpen and the Services you do the same.
Specifically, when using Sharpen you agree not to:
· Act in any way which would infringe any person or entity's intellectual property or any other proprietary rights;
· Reproduce, duplicate, copy or re-sell any part of Sharpen, our website or Services, unless otherwise agreed by us pursuant to a licencing agreement. In particular we prohibit:
o the use of any automated system, software, or manual process, whether operated by a third party or otherwise, to extract any data from this website for commercial purposes (“scraping”); and,
o Any attempt to harvest, collect, gather or assemble information or data regarding the website, the Services, the Content or any other user of the Services.
Where we suspect that users have infringed the intellectual property rights of another person or entity, we will take steps to removal any infringing materials from Sharpen and, in certain circumstances (such as in the case of repeat infringers), will ban those offending users from Sharpen or from using the Services.
When enforcing our rights and others intellectual property rights, we respond to notices of alleged copyright infringement under the US Digital Millennium Copyright Act 1988 (“DMCA”). If you believe that any of your copyrighted work accessible through our website or the Services has been used in a manner which would constitute a copyright infringement, you may notify us at email@example.com.
When notifying us we ask that you ensure such claims can be evidenced; knowingly mispresenting or making false claims is an offence and may result in the suspension or termination of your Account or other legal consequences.
We take all breaches of our Terms seriously and if we do consider that a breach of these Terms has occurred, we may take such action as we deem appropriate, which may extend to any one or all of the following:
· The immediate, suspension or permanent removal of your Account and your right to use Sharpen and the Services;
· The immediate, temporary or permanent, removal of Your Content or any other contribution uploaded by you to our site.
· Issuing a warning to you;
· Legal action against you, which may extend to legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and,
· Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of our Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US (INCLUDING OUR OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS), OUR LICENSORS, AND OUR THIRD PARTY SERVICE PROVIDERS (THE “INDEMNIFIED ENTITIES”) HARMLESS, INCLUDING COSTS AND ATTORNEYS’ FEES, FROM ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF: (A) YOUR USE OF SHARPEN, THE WEBSITE OR OUR SERVICES; (B) YOUR VIOLATION OF THESE TERMS; (C) YOUR CONTENT OR ANY OTHER CONTRIBUTION YOUR MAKE ON SHARPEN, THE WEBSITE OR THROUGH OUR SERVICES; OR, (D) YOUR VIOLATION OF APPLICABLE LAWS OR REGULATIONS. WE RESERVE THE RIGHT TO CONTROL THE DEFENCE OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE WITH OUR DEFENCE OF THESE CLAIMS.
SHARPEN, OUR WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHARPEN, ITS LICENSORS, AND ITS THIRD PARTY PROVIDERS DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. WHILE WE DO MAKE EVERY EFFORT TO ENSURE THAT YOUR ACCESS TO AND USE OF SHARPEN, OUR WEBSITE AND SERVICES IS SAFE, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SHARPEN HAS NO RESPONSIBILITY FOR, AND DOES NOT ENDORSE, OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO SHARPEN, THE WEBSITE OR SERVICES OR THE ACTIONS OF ANY THIRD PARTY OR USER.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
If you are a business user
We exclude all implied conditions, warranties, representations or other terms that may apply to your use of Sharpen, our website, our Services and our Content.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
· use of, or inability to use, Sharpen, our website or Services; or
· use of or reliance on any Content displayed on our site.
In particular, we will not be liable for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, or any indirect or consequential loss or damage.
If you are a consumer:
When you access Sharpen, our website or our Services, you agree that you do so for domestic and private use only. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
Limitation of our Liability
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, SHARPEN, OUR WEBSITE, AND THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. IN NO EVENT WILL OUR AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED POUNDS (£100) OR THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE PREVIOUS TWELVE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF THE INDEMNIFIED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
We may terminate your access to Sharpen, the website or Services at any time without a reason; in the unlikely event we take such steps we will endeavour to notify you in advance.
You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing your use of all Services. If you stop using the Services without deactivating your Accounts, your Accounts may be deactivated due to prolonged inactivity.
The following sections will survive any termination of these Terms or of your Accounts: 5 (Our Content), 6 (Your Content), 9 (Acceptable Use Policy), 10 (Community Guidelines), 11 (Copyright, the DMCA & Takedowns), 13 (Indemnity), 15 (Limitation of Liability), 16 (Termination), 17 (Which Country’s Laws Apply to Any Dispute), and 19 (Miscellaneous), and such other terms which by their construction are intended to survive termination.
Where you have an issue or dispute with us, you agree to first raise it with us and try to resolve it with us informally.
We may make changes to these Terms from time to time. Every time you use Sharpen, our website or Services, please do check these Terms to ensure you understand the latest version which applies to you. Where we do make changes, we will post the amended Terms to our website and update the Effective Date above, along with a summary of the changes. If the changes, in our sole discretion, are material, we may also notify you, either by sending an email to the address associated with your Account, or by placing a prominent notice on our website. By continuing to access or use Sharpen, our website and the Services after we have made changes to our Terms, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop accessing and using our Services before the changes become effective.
These Terms constitute the entire agreement between you and us regarding your access to and use of Sharpen, our website, and the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be illegal, invalid or unenforceable, the rest of the Terms will remain in effect. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We may freely assign these Terms.
Sharpen and all associated logos and images are the registered trade marks of Sharpen App Ltd. You are not permitted to use them without our approval, unless they are part of material you are using as permitted under these Terms.