In these Partner Policy My language skills through its Books4languages brand (collectively, “we”, “us” or “Books4Languages”) provides You access to the Books4Languages websites, available at the entry-point URL books4languages.com, and to the information, services and other materials available on and through the websites, subject to the terms and conditions described in this document (these “Partners Terms”).
The terms “Partner”,“you,” and “your” will refer to you and your employees, contractors, and agents. You or Books4Languages may also be referred to individually as “party” and together as “parties” in these Partners Terms.
Books4Languages provides its Books4Languages Educational partner program and associated Services (defined below) subject to these Educational partners Policy. When we refer to Educational partners Program Services, this includes both our Content and the additional materials and services that are specific to Books4Languages’s Educational Partner Program, including access to the Community (the “Community”), and the contributor tools (as “Teacher“, “Author“, “Collaborator,” and “editor“).
To enroll in the Books4Languages Educational partner Program either on behalf of yourself or your organization, you must review and then accept these Partner Terms by checking the box indicating acceptance. If you are enrolling in the Educational partner Program on behalf of an organization, then when you accept these Partner Terms, that means you are agreeing to these Partner Terms in the name of your organization and promising to Books4Languages that you have the authority to bind that organization to these Partner Terms (in which case, the terms “you” and “your” will refer to that organization).
PLEASE REVIEW THESE EDUCATIONAL PARTNER TERMS CAREFULLY. ONCE ACCEPTED, THESE PARTNER TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND BOOKS4LANGUAGES (OR AS NOTED, YOUR ORGANIZATION AND BOOKS4LANGUAGES). IF YOU DO NOT AGREE TO BE BOUND BY THESE PARTNER TERMS, YOU SHOULD NOT ACCEPT THEM.
YOUR ACCEPTANCE OF THESE PARTNER TERMS WILL NOT REPLACE ANY EXISTING OR FUTURE AGREEMENT YOU HAVE SIGNED WITH BOOKS4LANGUAGES. HOWEVER, THE TERMS OF SUCH A SIGNED AGREEMENT WILL ONLY APPLY TO THOSE PURCHASES AUTHORIZED UNDER IT.
ADDITIONALLY YOUR ACCEPTANCE OF THESE PARTNER TERMS WILL NOT SUPERSEDE ANY AGREEMENT SIGNED WITH BOOK4LANGUAGES THAT AUTHORIZES YOU TO PARTICIPATE IN BOOKS4LANGUAGES’S PARTNER PROGRAM.
1. Definitions. Capitalized terms have the following meanings unless otherwise defined in these Partner Terms.
“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity. These Partner Terms do not apply to all Affiliates of Books4Languages or services of Affiliates, as further explained in the definition of “Services” below.
“Manuscript” means Services that are identified by the terms, test, beta, not generally available, limited release, teacher preview, or words with similar meanings, when offered by Books4Languages.
“Retention Policy” means the terms relating to the processing of personal data pursuant to these Partner Terms, the current version of which is available at Retention Policy.
“Documentation” means Books4Languages’s documentation, including any usage guides and policies for the Services, the current version of which is available at Books4Languages editorsguide and Books4Languages whitebook (under construction).
“End Customer” means a customer (Student) of a Partner that uses the Services either (i) directly through resale or through a referral by a Partner or (ii) indirectly via a Partner Application.
“End Customer Data” means any data and other information made available by or for the End Customer (Student), to Books4Languages, and/or a Partner through an End Customer’s use of the Services under these Partner Terms.
“End User” means any user (Visitor) of each Customer Services, including anyone who has access to or otherwise accesses the Customer Services.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an ordering document between a Partner, as applicable, and Books4Languages (or any of their Affiliates) that specifies mutually agreed upon rates for certain Services and other commercial terms, including any applicable minimum spend commitments.
“Partner Services” means any content or service that you make available to End Users that interfaces with the Services.
“Partner Data” means data and other information made available to Books4Languages by Partner (or on behalf of Partner) through Partner’s use of the Partner Program Services under these Partner Terms.
“Privacy Notice” means the privacy notice for the Services, the current version of which is available at Books4Languages Privacy.
“Services” means the Content and services provided by Books4Languages that are (a) used by you or your End Customers, including, without limitation, manuscripts and Content (user postings, resources posting) or services that are provided a trial basis or otherwise free of charge, (b) ordered by you under an Order Form, or (c) made available to you for resale directly to End Users. Services may include products and services that provide both (x) platform services, including access to any Content programming interface (“Books4Languages API”) and (y) where applicable, communications services used in connection with the Books4Languages APIs. Not all products and services provided by Books4Languages Affiliates are covered by these Partner Terms. From time to time, Books4Languages may include products and services from additional Affiliates and which may be subject to additional terms.
“Service Usage Data” means any data that is derived from the use of the Services that does not directly or indirectly identify any End Customer, End Users, or natural person and includes (a) data such as volumes, frequencies, bounce rates and Service performance data and (b) subject to any restrictions under applicable laws or regulation, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify an End Customer, End Users, or natural person.
“Support Terms” means the terms of support for the Services, the current version of which is available at Books4Languages Support.
“Books4Languages Acceptable use policy” means the limitation of usage applicable to the Services, the current version of which is available at Books4Languages Acceptable use policy.
“Books4Languages Indemnified Parties” collectively means Books4Languages’s directors, officers, employees, and Affiliates.
Capitalized terms not defined in this Section 1 will have the meaning given to them in these Partner Terms.
2. Changes to the Partner Terms. Books4Languages may update these Partner Terms from time to time. We will provide you with prior written notice of any material updates at least thirty (30) days in advance of the effective date; provided, however, we may not be able to provide at least thirty (30) days prior written notice of material updates to these Partner Terms that result from changes in laws, regulations, or requirements from telecommunications providers. The updated version of these Partner Terms will supersede all prior versions.
Following such notice, your continued use of the Services and participation in the Educational partner Program constitutes your acceptance of such updates. If you do not agree to such updates, you must stop your use of the Services and participation in the Educational partner Program.
From time to time, you may also be asked to reconfirm your participation in the Educational partner program by accepting an updated version of these Partner Terms. When this happens, the latest accepted version of the Partner Terms will govern your relationship with Books4Languages unless you have previously signed an agreement with Books4Languages. As stated above, any such signed agreement will prevail in the event of any additional terms, inconsistencies between these Partner Terms and the terms of that agreement.
3. Enrollment in the Educational partner Program
3.1 Application and Acceptance. To join Books4Languages’s Educational partner Program, you must complete the application at Become a Books4Languages Partner and satisfy Books4Languages’s qualifications and requirements in order to be approved. Once accepted into the Educational partner Program, 1with both these Partner Terms and the Books4Languages Terms of Service on an ongoing basis while participating in the Educational partner Program and receiving the Educational partner Program Services. Books4Languages offers different partner classifications within the Educational partner Program, and Books4Languages may require you to enter additional terms and conditions that apply to these classifications.
3.2 Publicity. Books4Languages will notify you in writing if you are approved to participate in the Educational partner Program. Until you receive this notification, you may not represent yourself as a Books4Languages Partner.
3.3 Partner Affiliates. Your Affiliates are not permitted to participate in the Educational partner Program or use Books4Languages’s Services under these Partner Terms. Each of your Affiliates that wishes to participate in the Educational partner Program must accept these Terms individually and create its own account.
4. Rights, Responsibilities, and Restrictions
4.1 Books4Languages Responsibilities. Books4Languages shall:
(a) Make the Services available to you or, as applicable, the End Customers pursuant to these Partner Terms, the applicable Documentation and any applicable Order Forms;
(b) Comply with the Books4Languages Terms Of Service;
(c) Comply with the Books4Languages Acceptable use policy;
(d) Provide the Services in accordance with laws applicable to Books4Languages’s provision of the Services to its Educational Partners generally (i.e., without regard for your use or the End Customers’ particular use of the Services), and subject to your use, the End Customers’ use, and the End Users’ use of the Services in accordance with these Partner Terms, the Documentation and any applicable Order Form;
(e) Make commercially reasonable efforts to correct any errors or omissions in any Promoted Content or Descriptive Information;
(f) If applicable, use trained and qualified personnel to provide the Services; and
(g) Use commercially reasonable efforts to provide you with applicable support for the Services as described in the Support Terms.
4.2 Partner Responsibilities. You shall:
(a) Maintain a staff of personnel with reasonable knowledge of Books4Languages and the Services.
(b) Be solely responsible for any use that you make of the Services and Documentation under your account. You may use Services, resell and/or otherwise provide the Services to End Users and make representations about the Services only in accordance with these Partner Terms, Books4Languages Honor Code, the applicable Documentation, any applicable Order Form(s), authorizations, and applicable terms related to such activities required by Books4Languages. Your activities under these Partner Terms must be conducted in compliance with applicable law or regulation.
(c) Be solely responsible for all acts, omissions and activities of your employees and agents including their statements and representations regarding the Services and their compliance with these Partner Terms, the Books4Languages Honor Code, and the applicable Documentation, applicable law or regulation, and any terms of sale for the Services as mutually agreed to by the parties in writing.
(d) Use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify Books4Languages promptly of any such unauthorized access or use.
(e) Provide Books4Languages with reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers. At your own cost and expense, you shall obtain all necessary permits, licenses and registrations to carry out your activities under these Partner Terms.
(f) Not attempt to reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of the Services or related software, except as expressly permitted by applicable law.
(g) Ensure Books4Languages is provided with accurate and up-to-date information as required to provide the Services, including for the provisioning of phone numbers and Students number.
(h) Shall comply with the Books4Languages Content-Specific eligibility requirements.
(i) Not engage in any deceptive, misleading, illegal or unethical marketing activities or other actions that may be detrimental to the Books4Languages brand; and you shall comply with Books4Languages’s Supplier Code of Conduct as it applies to your activities under this Partner Terms.
(j) Shall not use the Services in any manner that violates the Honor Code or any applicable law or regulation, whether directly or as part of a Partner Service, and you shall not knowingly enable an End Customer to do so.
(k) Shall comply with your representations and warranties set forth in these Partner Terms.
4.3 Authorization to Resell Books4Languages Services.
4.3.1 Resale and sublicense Requirements.
Books4Languages may agree to authorize you to resell certain Services directly to End Customers. If this happens, any such resale authorization will be governed by these Partner Terms, the Books4Languages Honor Code, and by Books4Languages’s editorial license terms that will be set forth in a separate addendum signed with Books4Languages that will supplement these Partner Term.
Books4Languages may agree to authorize you to sublicense certain Services directly to End Customers. If this happens, any such sublicense authorization will be governed by these Partner Terms, the Books4Languages Honor Code.
When reselling or sublicense, you shall diligently market, promote, advertise, and provide access to the Services and maintain a staff of personnel with reasonable knowledge of Books4Languages and the Services.
You may not resell or sublicense a Service license to any third party without our prior written consent
4.3.2 Requirements for End Customer Terms. When you resell Books4Languages’s Services to End Customers or provide End Customers with Formative Content, you shall ensure that:
(a) You contract with your customers in a way that protects Books4Languages’s interests. There are three (3) ways to do this. Either (i) your End Customer accepts the online Books4Languages Terms Of Service, (ii) your End Customer signs an equivalent agreement with Books4Languages; or (iii) your own agreement with the End Customer includes rights, and protections of Books4Languages and its Affiliates that are substantially similar to those in the Books4Languages Terms Of Service (the “End Customer Terms”). Such End Customer Terms will ensure that the End Customer has no rights to make direct claims against Books4Languages, and that Books4Languages is a third party beneficiary under the End Customer Terms.
(b) Books4Languages shall not be required to provision the Services to an End Customer under these Partner Terms except in accordance with Section 4.3.2(a) above.
(c) In some cases, your End Customer may request that you administer their Books4Languages account for them. In such cases, at the time the End Customer sets up their account directly with Books4Languages, the End Customer must accept the Books4Languages Terms Of Service. Once they do so, the End Customer may assign their account over to you to administer. The End Customer’s use of the Services will continue to be subject to the Books4Languages Terms Of Service.
(d) You shall not enter into agreements with End Customers that attempt to bind Books4Languages to additional terms and conditions, or that restrict Books4Languages’s rights as a third party beneficiary, or that expand Books4Languages’s obligations to you and/or End Customers. For example, you are prohibited from agreeing to (i) provisions that would extend Books4Languages’s liability beyond the limitation of liability contained in these Partner Terms; (ii) provisions that would restrict Books4Languages’s ability to block or suspend Services of an End Customer as more fully described in the Books4Languages Terms Of Service; or (iii) provisions that would commit Books4Languages to additional security or data privacy requirements. You will protect and indemnify Books4Languages for any differences and additional obligations under your agreement with the End Customer when compared with the Books4Languages Terms Of Service.
4.3.3 End Customer Violations. You shall immediately notify Books4Languages if you become aware that an End Customer is violating the Books4Languages Terms Of Service or End Customer Terms and will then take whatever action Books4Languages directs you to do to address the violation (which may include terminating your relationship with the End Customer).
4.4 Suspension of Services. Books4Languages may suspend the Services immediately upon notice to you or an End Customer if Books4Languages, in good faith, determines: (a) that you or the End Customer materially breaches (or Books4Languages, in good faith, believes that either you or the End User has materially breached) any provision of these Partner Terms, the Terms Of Service, any End Customer Terms, the Acceptable use policy or our Honor Code; (b) there is an unusual and material spike or increase in your use or the End Customer’s use of the Services and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Services; (c) that our provision of the Services is prohibited by applicable law or regulation; (d) there is any use of the Services by you or the End Customer that in our judgment threatens the security, integrity, or availability of the Services; or (e) that information in your account or an End Customer’s is untrue, inaccurate, or incomplete.
For the purposes of data retention and deletion, a Formative Content is considered Inactive if it has not been previewed or published in an extended period of time. This amount of time is currently six (6) months, but this may be increased or decreased at Books4Languages’s sole discretion. If your Formative Content remains inactive for over five (5) months then Books4Languages reserves the right to edit or remove it, in its sole discretion.
If we suspend the Services pursuant to this Section 4.4 or due to your failure to remit payments pursuant to Section 8 (Fees and Payment Terms), Books4Languages will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur in connection with any such suspension.
However, Books4Languages reserves the right to review the Formative Content and to exercise its sole discretion to edit or remove, in whole or in part, any Formative Content at any time and for any reason.
4.5 Marketing. Subject to the terms of these Partner Terms, Books4Languages hereby grants you a non-exclusive, non-transferable, and non-assignable, revocable right to use Books4Languages’s Marks (as defined below) solely as reasonably necessary for you to perform your obligations under these Partner Terms. “Marks” means all trademarks, service marks, trade names, logos, or other words or symbols associated with the Services or Books4Languages’s business with respect to the Services. You shall use the Books4Languages Marks exactly in the format provided and in accordance with any trademark usage authorizations granted by Books4Languages pursuant to the Books4Languages Logo Usage Guidelines. Books4Languages may, from time to time, specify any uses of the Books4Languages Marks that are no longer permitted.
4.6 Restriction on Agents, Dealers and Subcontractors. You are not authorized to appoint any agents, dealers, sub-partners, representatives, subcontractors, and/or other third parties to advertise, promote, resell, transfer or distribute the Services, unless you and Books4Languages expressly agree in writing.
4.7 Books4Languages Affiliates. Books4Languages’s Affiliates may provide the Services, or a portion thereof, to you (or your End Customers, as applicable) in accordance with these Terms and any applicable Order Form(s) with such Affiliates. We will (a) be responsible for the Services our Affiliates provide and (b) not be relieved of our obligations under these Terms if our Affiliates provide the Services or a portion thereof. We will enforce these Terms relating to the Services our Affiliates provide. Notwithstanding anything to the contrary in these Terms, our Affiliates may directly bill you (x) for the Services they provide or (y) solely as a billing agent for us or another Affiliate of ours providing the Services, as applicable.
4.8 Changes to the Services. The features and functions of the Services, including the Books4Languages Formative content (TextBooks and WorkBooks), may change over time; provided, however, we will not materially decrease the overall functionality of the Services. It is your responsibility to ensure each Content is compatible with the then-current Services. Although we try to avoid making changes to the Content that are not backwards-compatible, if any such changes become necessary, we will use reasonable efforts to keep incremental backups in an easily accessible spot. In the event we make a non-backwards compatible change to a Books4Languages content and such change materially and negatively impacts your use of the Services (“Adverse Content Change”), (a) you will notify us of the Adverse Content Change, and (b) we may agree to work with you, in our sole discretion, to resolve or otherwise address the Adverse Content Change, except where we, in our sole discretion, have determined that an Adverse Content Change is required.
4.9 Reservation of Rights. Partner only receives the rights that Books4Languages specifically grants to it under these Partner Terms. Everything else remains a right of Books4Languages.
4.10 Associated Features and Privileges
The features and privileges associated with a License may be changed by Books4Languages at any time. Typically, this will involve the addition of new features and privileges, but Partnership-only features and privileges may also be removed changed or revoked at any time, and without notification.
5. Additional Product and Services
5.1 Contributions. Books4Languages may make available additional Content, Contributions, and services offered by third-party partners available for use by End Customers. Books4Languages will provide such contributions pursuant to the terms available at Books4Lanaguages Terms of Service.
5.2 Manuscript Offerings. From time to time, Books4Languages may make manuscript Offerings available to you or to End Customers. You or the End Customers may, in your sole discretion, choose to use a Manuscript Offering. Books4Languages may discontinue a Manuscript Offering at any time, in its sole discretion, or Books4Languages may decide not to make a Manuscript Offering generally available.
6. Ownership, Partner and End Customer Data, and Confidentiality
6.1 Ownership Rights.
(a) Books4Languages Ownership. As between the parties, Books4Languages exclusively owns and reserves all right, title and interest in and to the Services, Documentation, Books4Languages’s Confidential Information (as defined below), Service Usage Data, and any feedback or suggestions provided by you, End Customers, or End Users regarding the Services.
(b) Partner Ownership. As between you and Books4Languages, you exclusively own and reserve all right, title and interest to your Confidential Information, and the Partner Data subject to our rights to process Customer Data in accordance with these Partner Terms. You agree to grant Books4Languages and its Affiliates the right to process the Partner Data as necessary to provide the Services in a manner consistent with these Partner Terms, Terms of Service and the Privacy Police. You shall be responsible for the quality and integrity of the Partner Data.
(c) End Customer Data. As between the parties, the End Customer exclusively owns and reserves all right, title and interest in and to the End Customer Data. Pursuant to Section 4.3 above, you shall ensure that the End Customer Terms grant Books4Languages and its Affiliates the right to process End Customer Data as necessary to provide the Services in a manner consistent with these Partner Terms, Terms of Service and the Privacy Police. End Customers are responsible for the quality and integrity of the End Customer Data.
6.2 Use of Partner Data and End Customer Data. You agree to grant Books4Languages and its Affiliate the right to process Partner Data, and you shall obtain the right for Books4Languages to use and disclose End Customer Data as necessary to provide the Services in a manner consistent with these Partner Terms, Books4Languages’s Terms of Service, Books4Languages’s Privacy Police, this Section 6.2, and Section 6.4 (Confidentiality).
(a) Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, these Partner Terms, Order Form(s), End Customer Data, security reports and attestations, audit reports, customer lists, pricing, phone numbers, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party and its Affiliates. Confidential information also includes the Books4Languages Editors Guide. Confidential Information does not include any information which: (i) is publicly available through no breach of these Partner Terms or fault of Receiving Party; (ii) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (iii) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party’s rights; or (iv) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
(b) Use and Disclosure. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (i) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Partner Terms and (ii) disclose or make Confidential Information of Disclosing Party available to any party, except to its, its Affiliates’, and their respective employees, legal counsel, accountants, contractors, and in Books4Languages’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under these Partner Terms. Receiving Party is responsible for its Representatives’ compliance with this Section 6.4. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 6.4. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. Notwithstanding the foregoing, you may disclose Books4Languages’s SOC2 or similar report, which will constitute Books4Languages’s Confidential Information, only to an End Customer’s employee or contract worker who has a “need to know” for such SOC2 or similar report and is legally bound to terms of confidentiality that are at least as protective as the terms of this Section 6.4.
(c) Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at the Disclosing Party’s sole expense.
(d) Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 6.4 and that, in the event of an actual or threatened breach of the provisions of this Section 6.4, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
7. Fees, Taxes, and Payment Terms
Partnerships may be free, or they may require payment.
7.1 Fees. You agree to pay the fees, Taxes, and Communications Surcharges (collectively, “Fees”) for Services in accordance with these Partner Terms, the applicable Order Form, or other written agreement between the parties. If any End Customer uses any Services not set forth in the applicable Order Form(s), the End Customer will be charged the rates specified at Books4Languages Pricing. Additionally, we will charge you, and you shall pay, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunication provider as a result of your or the End Customer’s use of the Services, in accordance with Section 7.3 below.
7.2 Taxes and Communications Surcharges.
(a) Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You shall pay all Taxes associated with these Partner Terms, excluding any taxes based on Books4Languages’s net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Books4Languages, you shall reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Books4Languages. You shall provide Books4Languages with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice.
(b) Communications Surcharges. All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges associated with your use, as well as your End Customers’ use, of the Services. You will pay all costs, fines, or penalties that are imposed on Books4Languages by a government or regulatory body or a telecommunications provider as a result of your use as well as your End Customers’ use of the Services.
(c) Exemption. If you are exempt from paying certain Taxes or Communications Surcharges, you must provide Books4Languages with the necessary exemption information requested by usor a valid exemption certificate issued by the appropriate authority via email to info@Books4Languages.com. You will be treated as exempt on a going-forward basis once Books4Languages has approved your request. If the appropriate authority determines, at any time, that Partner is not exempt from paying any Taxes or Communications Surcharges, you shall promptly pay such Taxes or Communications Surcharges to Books4Languages, plus any applicable interest or penalties.
7.3 Payment Terms. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and Fees, once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form, and subject to Section 7.4, you shall pay the Fees in accordance with the following applicable payment methods:
(a) Credit Card Payments. If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring that such funds cover the Fees due. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, we reserve the right to suspend the Services to all of your accounts until the Fees due are paid in full. You will be prohibited from creating new accounts until all negative balances are paid in full.
(b) Invoicing. If you elect to receive invoices and we approve you for the same, invoices will be sent to you via email to the email address(es) you designate in your account. You will pay the Fees due within thirty (30) days of the date of the invoice. Except as otherwise set forth in the applicable Order Form(s) or an invoice to the extent you procure the Services without an Order Form, the Fees are payable in Euros (€). If you fail to pay the Fees and remedy such failure within fifteen (15) days of the date we provide you with written notice of the same, we may (a) assess, and you will pay, a late fee of the lesser of 1% per month or the maximum amount allowable by applicable law, and (b) suspend the Services to all of your accounts until the Fees are paid in full.
7.4 Payment Disputes. You shall notify Books4Languages in writing within sixty (60) days of the date Books4Languages bills you for any Fees that Partner wishes to dispute. Partner may withhold the disputed Fees until the dispute is resolved. Where Partner is disputing any Fees, Partner must act reasonably and in good faith and will cooperate diligently with Books4Languages to resolve the dispute. Books4Languages will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with Books4Languages or Books4Languages determines Partner’s dispute is not reasonable or brought in good faith.
8. Audits and Reviews. While these Partner Terms are in effect and for a period of twelve (12) months (applicable as from the beginning of the school year) following any termination or expiration, Books4Languages or an authorized representative reasonably acceptable to both parties shall have the right to:
(a) Audit your relevant books and records to substantiate any payments due to Books4Languages. Audits may be conducted (x) no more than once per calendar year, (y) during your regular business hours, and (z) upon reasonable prior written notice. Books4Languages shall conduct audits at its own expense, unless it is revealed that you have underpaid any fees owed to Books4Languages by more than five percent (5%) during the audit period, in which case, you shall reimburse Books4Languages for reasonable fees incurred for the audit in addition to such unpaid fees. Any authorized representative shall have agreed to be bound by confidentiality terms substantially similar to those in these Partner Terms; and
(b) Review your applicable records to (i) determine your compliance with these Partner Terms and other related Books4Languages policies (Acceptable use policy, Ambassador Policy, Terms of Service…), and (ii) review the accuracy of your accounts, transactions, and reporting as a Partner, including but not limited to verifying transactions, number of students, number of licenses and End Customer opportunities that you may register through Books4Languages’s systems.
9. Representations, Warranties, and Disclaimers
9.1 Power and Authority Representation. Each party represents and warrants that it has validly entered into these Partner Terms and has the legal power to do so.
9.2 Criminal history checks. You shall conduct criminal record checks as part of your application process. Your teacher would be disqualified from teaching if you meet certain criteria. These include (i) Being included on a list of individuals who are barred from working with vulnerable groups, including children. (ii) Being convicted of violent and sexual offences against children and adults (iii) Being convicted overseas of violent and sexual offences against children and adults.
9.3 Consents and Permissions. Partner represents and warrants that it has provided, and will continue to provide, adequate notices and has obtained, and will continue to obtain, the necessary permissions and consents to provide End Customer Data to Books4Languages for processing pursuant to Section 6.2 (Use of Partner Data and Customer Data).
9.4 Services. Books4Languages represents and warrants that the Services perform materially in accordance with the applicable Documentation. Partner’s exclusive remedy for breach of this Section 9.4 will be, at Books4Languages’s option, for Books4Languages to (a) remediate any material non-conformity or (b) refund to Partner or End Customers the Fees actually paid for the time period during which the affected Services do not comply with this Section 9.4.
9.5 Disclaimer. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. BOOKS4LANGUAGES ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF END CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. .
10. Mutual Indemnification
10.1 Indemnification by Books4Languages.
(a) Scope of Indemnification. Books4Languages shall defend Partner, its Affiliates, and each of their directors, officers, and employees (collectively, “Partner Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Partner Indemnified Party by a third party alleging that Books4Languages’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Books4Languages Indemnifiable Claim”). Books4Languages will indemnify Partner from any fines, penalties, damages, attorneys’ fees, and costs awarded against Partner Indemnified Parties or for settlement amounts approved by Books4Languages for a Books4Languages Indemnifiable Claim.
(b) Infringement Options. If Books4Languages’s provision of the Services to Partner has become, or in Books4Languages’s opinion is likely to become, the subject of any Books4Languages Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Books4Languages may at its option and expense: (i) procure the right to continue to provide the Services as set forth herein; (ii) modify the Services to make them non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate these Partner Terms, or, if applicable, terminate the Services that are the subject of any Books4Languages Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund Partner any unused pre-paid fees.
(c) Limitations. Books4Languages will have no liability or obligation under this Section 10 with respect to any Books4Languages Indemnifiable Claim arising out of (i) your use of the Services in breach of these Partner Terms; (ii) the combination, operation, or use of the Services with other services where the Services would not by themselves be infringing; or (iii) Manuscripts; or (iv) Services for which there is no charge.
10.2 Indemnification by Partner. Without limiting the foregoing, you will be responsible for third party claims that result from your creation of Partner Services, that result from (x) any additional commitments you may make that have not been approved by Books4Languages regarding the Services, or that result from (y) your failure to require End Customers to accept the Books4Languages Terms Of Service or equivalent End Customer Terms. To that end, you will defend Books4Languages, its Affiliates, and each of their directors, officers, and employees (collectively, “Books4Languages Indemnified Parties”) from any third party claims arising out of (a) a breach of the requirements of Section 4.2(i), 4.2(j) or 4.2(k) of these Partner Terms, (b) your Partner Applications, including, without limitation, any claims that your Partner Application, your use of a Partner Application, or any End Customer’s use of a Partner Application infringes or misappropriates such third party’s intellectual property rights, and (c) your breach of Section 4.3.2(d) of these Partner Terms (collectively, “Partner Indemnifiable Claims”). You shall indemnify Books4Languages from an award of damages including attorneys’ fees, and costs awarded against a Books4Languages Indemnified Party, as well as any fines or penalties imposed by a government, regulatory body or telecommunications provider, and for settlement amounts approved by you for a Partner Indemnifiable Claim.
10.3 Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Partner Indemnifiable Claim or Books4Languages Indemnifiable Claim (individually or collectively referred to herein as a “Claim”); provided, however, that the failure to give prompt notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claims for which it has an obligation to indemnify under this Section 10 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
10.4 Exclusive Remedy. This Section 10 states the Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.
11. Limitation of Liability
11.1 LIMITATION ON INDIRECT, CONSEQUENTLY, AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE PARTNER TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.2 LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE PARTNER TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTNER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
11.3 EXCEPTIONS TO THE LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.1 (LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES) AND SECTION 11.2 (LIMITATION OF LIABILITY) OF THESE PARTNER TERMS, THE LIMITATIONS IN SECTION 11.1 AND SECTION 11.2 DO NOT APPLY TO (A) YOUR BREACH OF SECTION 4.2 (PARTNER RESPONSIBILITIES); (B) YOUR BREACH OF SECTION 7 (FEES AND PAYMENT TERMS); OR (C) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (MUTUAL INDEMNIFICATION).
12. Term; Suspension and Termination
12.1 Term. These Partner Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with the provisions below (“Term”).
12.2 Termination for Convenience. Books4Languages may terminate these Partner Terms at any time, with or without cause, upon thirty (30) days written notice to you.
12.3 Material Breach. Either party may terminate these Partner Terms (including all Order Form(s)) in the event the other party commits any material breach of these Partner Terms and fails to remedy such breach within fifteen (15) days after written notice of such material breach. If Books4Languages terminates these Partner Terms because of your material breach, then Books4Languages will also close your Books4Languages account. For the avoidance of doubt, your breach of Books4Languages’s Honor Code will be considered a material breach of these Terms. You may also terminate these Terms (including all Order Form(s)) in the event Books4Languages commits a material breach of these Terms and fails to remedy such material breach within fifteen (15) days after you provide written notice of such material breach to us.
12.4 Insolvency. Subject to applicable law, either party may terminate these Partner Terms immediately and close all of your accounts by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.
13. Survival. Upon termination of these Partner Terms, your payment obligations, the terms of this Section 13, and the terms of the following Sections will continue to apply: Section 6 (Ownership, Use of Partner and End Customer Data, and Confidentiality), Section 7 (Fees, Taxes, and Payment Terms), Section 8 (Audits and Reviews), Section 10 (Mutual Indemnification), Section 11 (Limitation of Liability), Section 14 (Dispute Resolution), and Section 15 (General).
14. Dispute Resolution. In the event of a dispute, claim, or controversy arising out of or in connection with these Partner Terms or the breach, termination, enforcement, interpretation, or validity thereof (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will engage in good faith negotiations with the other party’s senior representatives to amicably resolve a Dispute. If parties are unable to resolve a Dispute within thirty (30) days after the first request to engage in good faith negotiations or within such other time period as the parties may agree to in writing, then either party may commence binding arbitration under JAMS’ Comprehensive Arbitration Rules and Procedures. The parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in Valencia, Spain and the language of the arbitration proceedings will be Spanish.
15.1 Books4Languages Affiliates. An Affiliate of Books4Languages may provide some or all of the Services to your End Customer or an Affiliate of that End Customer, as applicable, in accordance with these Partner Terms and any applicable Order Form(s) with such Affiliate of Books4Languages. Books4Languages will (x) be responsible for the Services its Affiliates provide and (y) not be relieved of its obligations under these Partner Terms if its Affiliates provide the Services or a portion thereof. Books4Languages will enforce the terms of these Partner Terms relating to the Services its Affiliates provide. Notwithstanding anything to the contrary in these Terms, Books4Languages’s Affiliates may directly bill you (x) for the Services they provide or (y) solely as a billing agent for us or any Affiliate of ours providing the Services.
15.2 Assignment. You will not assign, delegate, or otherwise transfer these Partner Terms or any applicable Order Form(s), in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Partner Terms or any applicable Order Form(s) without our consent will be null and void. We may assign, delegate, or otherwise transfer these Partner Terms or any applicable Order Form(s), in whole or in part, without your consent. Subject to this Section 15.2, these Partner Terms and any applicable Order Form(s) will be binding on each party and each party’s successors and permitted assigns.
15.3 Relationship. You and Books4Languages are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will respectively be solely responsible for all of its own employees and agents, and related labor costs and expenses. Each party will respectively also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of its own activities, or those of its own employees or agents, in that party’s performance of these Partner Terms. Neither party has the authority to commit the other in any way, and will not attempt to do so, and will not imply that it has the right to do so.
15.4 Compliance with Laws. You shall comply with the applicable laws relating to your activities pursuant to these Partner Terms. Books4Languages will provide the Services in accordance with laws applicable to Books4Languages’s provision of the Services to its customers generally (namely without regard for your use or an End Customer’s use of the Services), and subject to your, an End Customer’s and/or an End User’s use of the Services in accordance with these Partner Terms, the Documentation, and applicable Order Form (if any).
15.5 Notices. Any notice required or permitted to be given hereunder will be given in writing to the other party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email. Notices to Books4Languages will be copied to our mail here, Attention: General Counsel.
15.6 Governing Law and Venue. Unless unenforceable under applicable law, these Partner Terms will be governed by and interpreted according to the laws of Spain, without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 14 (Dispute Resolution), any legal suit, action or proceeding arising out of or related to these Terms or the Services will be instituted in Valencia, Spain (the language will be Spanish), and the parties hereby consent to the personal jurisdiction of that court. In the event of any adjudication of any dispute under these Partner Terms, the prevailing party in such action will be entitled to reimbursement of its attorneys’ fees and related costs by the non-prevailing party.
15.7 Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Partner Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, pandemic, flood, terrorist act, war, riot, theft, earthquake, and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
15.8 Waiver; Order of Precedence. No failure or delay by either party in exercising any right or enforcing any provision under these Partner Terms will constitute a waiver of that right, or provision, or any other provision. Titles and headings of sections of these Partner Terms are for convenience only and will not affect the construction of any provision of these Partner Terms. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (except as otherwise expressly stated in an applicable Order Form): (1) the applicable Order Form(s); (2) the terms set forth in the body of these Partner Terms, (3) the Teachers Policy, (4) any other terms incorporated by reference herein or any other exhibits, addendums, or attachments hereto, and (5) the applicable Documentation.
15.9 Government Terms. We provide the Services for ultimate federal government end use solely in accordance with these Terms. If you (or any End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred.
15.10 Severability. In the event that any provision of these Partner Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of these Partner Terms will continue in full force and effect.
15.11 Entire Agreement. These Partner Terms (including all incorporated policies and documents, exhibits, and attachments hereto) will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, whether oral or written. No oral or written information or advice given byBooks4Languages, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in these Partner Terms. The parties agree that any term or condition stated in your registration forms, registration portals, or in any purchase order documents or similar documents or statements that you utilize will be construed solely as evidence of your internal business processes and the terms and conditions contained therein will be void and have no effect with regard to these Partner Terms even if accepted byBooks4Languages or signed by the parties after the effective date.