NOGGIN USER TERMS
Version 3.0, 2020
Noggin Terms of Service
In order to access and use Noggin Services and any addition, modification, upgrade or change to the Services, you as end user must accept the Terms of Service set out below.
Prior to using the Services, you should read and understand these Terms.
1. Accessing and using the Services
1.1. Your access and use of the Services is subject to:
1.1.1. these Terms ;
1.1.2. any other Terms as agreed in writing;
1.1.3. Noggin’s Privacy Statement. (http://www.noggin.io/privacy)
2. Accepting the Terms
2.1. You may not use the Services if you do not accept the Terms.
2.2. You may not use the Services and may not accept the Terms if:
2.2.1. you are not of legal age to form a binding contract with Noggin, or
2.2.2. you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
2.3. You accept the Terms by:
2.3.1. activating an account and logging in to the Services;
2.3.2. actually using the Services. In this case, you understand and agree that Noggin will treat your use of the Services as acceptance of the Terms from that point onwards.
3. Your liability
3.1. You are solely responsible for (and that Noggin has no responsibility to you or to any third party for) any breach of your obligations under these Terms and for the consequences (including any loss or damage which Noggin may suffer) of any such breach.
4. Language of the Terms
4.1. You agree that the English language version of these Terms provided by Noggin at http://www.noggin.io/terms governs your use and takes precedence for all purposes over any translation whether provided by Noggin or by a third party.
5. Your Obligations
5.1. You must:
5.1.1. use the Services only in accordance with these Terms.
5.1.2. use the Services only for purposes that are permitted by:
126.96.36.199. the Terms;
188.8.131.52. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.1.3. be authorised by the software licensee (the organisation who has purchased a software subscription from Noggin) to use the Services. If you are using the Services on behalf of another person (Authorising Person), for example, your employer, you must be authorised to use the Services and enter into these Terms, on behalf of the Authorising Person.
5.1.4. use the Services in compliance with any rules, policies or protocols which apply to the use of the Internet of the Authorising Person.
5.1.5. use any personal security identification ("User Account") only for the purposes of accessing the Services and for authorising instructions or requests using the Services. The User Account could take the form of a username and password, a digital certificate or another security-related technology.
5.1.6. comply with all directions issued by Noggin relating to use of your User Account and access to the Services.
5.1.7. always provide accurate, correct and up to date information, including information about yourself, such as identification or contact details as part of the registration process for the Services or as part of your continued use of the Services.
5.2. You must not:
5.2.1. access (or attempt to access) any of the Services by any means other than through the interface that is provided by Noggin unless you have been specifically allowed to do so in a separate agreement with Noggin.
5.2.2. engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.2.3. reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, unless you have been specifically permitted to do so in a separate agreement with Noggin.
5.2.4. use the Services for any activities, or post or transmit to or via the Services any information or materials, which breach any laws or regulations, infringe a third party's rights or privacy, or are contrary to any relevant standards or codes.
5.2.5. use the Services in a way, or post to or transmit to or via the Services any material, which interferes with other users or defames, harasses, threatens, menaces or offends any person.
5.2.6. use the Services to send unsolicited commercial or bulk electronic mail messages to any person or any address.
5.2.7. use another person's User Account or name.
5.2.8. provide false information when registering or changing your details.
5.2.9. impersonate another person when using the Services.
5.2.10. post to or transmit to or via the Services any obscene, indecent, inflammatory or pornographic material or material that could give rise to civil or criminal proceedings
5.2.11. tamper with, hinder the operation of or make unauthorised modifications to the Services .
5.2.12. knowingly transmit any virus or other disabling feature to or via the Services.
5.2.13. attempt any of the above acts or permit another person to do any of the above acts.
6.1. All information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services is the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
6.2. Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the content providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless specifically agreed to in writing by Noggin or by the owners of that Content.
6.3. Noggin reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, Noggin may provide tools to filter out objectionable content.
6.4. By using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and, in this respect, you use the Services at your own risk.
6.5. You are solely responsible for (and Noggin has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Noggin may suffer) by doing so.
7. Products and services are subject to change
7.1. All products and services offered for supply on the Services are subject to change without notice.
8.1. For security reasons Noggin may require you to re-authenticate yourself from time to time, for example after a period of inactivity on the connection between your browser and the Services.
8.2. Noggin is not responsible for any information you may lose if the Services terminate your browser session due to prolonged periods of inactivity.
8.3. Noggin is not responsible for providing or supporting the computer, hardware, software, networks or any other equipment necessary for you to access the internet and the Services.
8.4. You must not keep your User Account password in a location where it is capable of being copied or used by any other person or disclose the password of your User Account to any other person.
8.5. Noggin is entitled to rely on your User Account as evidence of your identity and authority for the purposes of the Services support and maintenance. You are responsible for all use of the Services and your User Account where you have not complied with these Terms. Other than by reference to a person's User Account, Noggin cannot and does not verify that each person who accesses the Services is in fact the person they say they are, or acts with the authority of the person whose User Account they use.
8.6. You must immediately notify Noggin if you become aware:
8.6.1. that your password has been compromised or is known by a third party; or
8.6.2. of any unauthorised use of your User Account.
8.7. In the event that you notify Noggin of either of these things, Noggin will take reasonable steps to deactivate the User Account and issue you with a new User Account within a reasonable time of being so notified. Notice provided by you hereunder does not release you from your responsibilities under these Terms.
8.8. Noggin will take reasonable steps to secure the Services and the systems in Noggin’s control that are used to access the Services. However, the internet is sometimes unreliable and is a difficult medium to secure. Noggin does not guarantee the security of the Services or the systems (including the internet and your hardware and software) used to access the Services, or any information that passes through such systems.
9. Proprietary rights
9.1. Noggin (or Noggin’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The Services may contain information which is designated confidential by Noggin and you shall not disclose such information without Noggin’s prior written consent.
9.2. Nothing in these Terms gives you a right to use any of Noggin’s trade names, trade marks, logos, domain names, and/or other distinctive brand features unless specifically agreed to in writing by Noggin.
9.3. Noggin obtains no right, title or interest from you (or the Authorised Person) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless otherwise agreed in writing with Noggin, you are responsible for protecting and enforcing those rights and Noggin has no obligation to do so on your behalf.
9.4. You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
10. License from Noggin
10.1. Noggin gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by Noggin as part of the Services. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Noggin, in the manner permitted by the Terms.
10.2. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless specifically agreed to in writing by Noggin.
10.3. You may not assign (or grant a sub-licence of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services, unless specifically agreed to in writing by Noggin.
11. Content licence from you
11.1. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Noggin a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This licence is for the sole purpose of enabling Noggin to display, distribute and promote the Services and may be revoked for certain services as defined in the Additional Terms of those Services.
12.1. Noggin may use and provide personal information about you that is collected by Noggin on the Services. The collection and provision of this information is subject to privacy laws. Noggin will comply with the Noggin Privacy Statement http://www.noggin.io/privacy in dealing with any personal information provided by you via the Services.
13. Change of these Terms
13.1. Noggin may change these Terms by obtaining your consent when you login to the Services.
13.2. If Noggin changes these Terms, you may choose to stop using the Services. Any use of the Services after a change of these Terms takes effect will be governed by the varied Terms of Service.
14.1. Noggin may immediately suspend, terminate or limit your access to the Services if you are in breach of these Terms, and
14.1.1. the breach is something which cannot be remedied; or
14.1.2. you fail to remedy the breach within 30 days' of Noggin’s written notice to you of that breach; or
14.1.3. there is an emergency, or action is required in order to maintain the operation or quality of the Services
15. Use of your information and material
15.1. Any feedback, suggestions, ideas or other materials in relation to or via the Services, may be used, reproduced, published, modified, adapted and transmitted to others free of charge and without restriction, subject to Noggin’s obligations in its Privacy Statement.
16. Support and Communication
16.1. Noggin may provide product help, support and training information to you via an online system, including the ability to search a help and product knowledgebase and/or request assistance from Noggin’s support team. Those online help and support systems are considered part of the Services and are covered by these Terms.
16.2. In order to support your effective use of the Services and keep you up-to-date on developments related to the Services and to Noggin, you agree that Noggin may communicate to you via the contact information you provide via the Services, to advise you of changes or additions to functionality, service maintenance, product and company developments, relevant events, information about how the Services are used, or other relevant information.
16.3 You may opt out of product and support communications at any time via an electronic facility made available in the product information services.
17. General matters
This agreement is governed by the law in force in the State of New South Wales, Australia, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them for determining any dispute concerning this agreement.