Distribution Agreement
Effective as of October 6, 2021
1. Definitions
Authorised Provider: An entity authorised to receive a distribution fee for Content and Modules or modules that are sold to users.
Brand Features: The trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.
Creator or Teacher or You: Any person or company who provides Content and Modules or Content for distribution through Glims Learning and Afed Limited in accordance with the terms of this Agreement.
Teacher or Creator Account: A publishing account issued to a Teacher or Creator in connection with the distribution of Developed content and modules via Glims Learning and Afed Limited.
Device: Any device that can access Glims Learning and Afed Limited.
Glims Learning:Glims Learning a division of Afed Limited Liability company with a principal place of business at 119B Owairaka Ave, Mt Albert Auckland , 1041 New Zealand
Afed Limited: Afed Limited Liability company with a principal place of business at 119B Owairaka Ave, Mt Albert Auckland , 1041 New Zealand. Afed Limited may update the Afed and Glims entities and their addresses from time to time.
Glims Learning: The software and services, including the platform, which allow Creators and Teachers to distribute content and modules to users.
Intellectual Property Rights: All patent rights, copyrights, trademark rights, rights in trade secrets, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
Payment Account: A financial account issued by a Payment Processor to a Creator or Teacher that authorises the Payment Processor to collect and remit payments on the Creator's or Teacher's behalf for Content and modules sold via GLims Learning and Afed Limited.
Payment Processor(s): The entity Authorised by Afed Limited to provide services that enable Creators and Teachers with Payment Accounts to be paid for Content and modules distributed via Glims Learning or Afed Limited.
Glims Learning platform: The online tools or services provided by Afed Limited to creators and teachers at https://afedsquad.co.nz/glims, as may be updated from time to time.
Content and Modules: Software, content, digital materials, and other items and services as made available by Creators and Teachers via the Glims Learning Platform.
Tax: Any National, or local sales, use, value added, goods and services, or other similar transaction taxes. This term excludes telecommunication taxes and similar tax types, property taxes, and taxes based on Your income, including, Withholding Taxes, income, franchise, business and occupation, and other similar tax types.
2. Accepting this Agreement
2.1 This agreement ("Agreement") forms a legally binding contract between You and Glims Learning & Afed Limited in relation to Your use of Glims Learning & Afed Limited to distribute Content and Modules. You are contracting with the applicable Glims Learning & Afed Limited entity based on where You have selected to distribute Your Content and Modules (as set forth here). You acknowledge that Glims Learning & Afed Limited will, solely at Your direction, and acting pursuant to the relationship identified in Section 3.1, display and make Your Content and Modules available for viewing, and purchase by users. In order to use Glims Learning & Afed Limited to distribute Content and Modules, You accept this Agreement and will provide and maintain complete and accurate information in the Glims Learning Platform.
2.2 Glims Learning & Afed Limited will not permit the distribution of Your Content and Modules through Glims Learning & Afed Limited, and You may not accept the Agreement, unless You are verified as a Creator or Teacher in good standing.
2.3 If You are agreeing to be bound by this Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. If You do not have the requisite authority, You may not accept the Agreement or use Glims Learning & Afed Limited on behalf of Your employer or other entity.
3. Commercial Relationship, Pricing, Payments, and Taxes
3.1 You hereby appoint Glims Learning & Afed Limited as Your agent or marketplace service provider as outlined here to make Your Content and Modules available in Glims Learning & Afed Limited.
3.2 This Agreement covers both Content and Modules that users can access for free and Content and Modules that users pay a fee to access. In order for You to charge a fee for Your Content and Modules and to be paid for Content and Modules distributed via Glims Learning & Afed Limited, You must have a valid Bank Account to receive direct payments from Glims Learning & Afed Limited via direct bank transfer, 20th of the following month.
3.3 Content and Modules are displayed to users at prices You establish in Your sole discretion. If Glims Learning & Afed Limited believes that Taxes may be owed by You or Glims Learning & Afed Limited on the sale of Content and Modules, You grant Glims Learning & Afed Limited permission to include any such Taxes in the price charged to users. You may set the price for Your Content and Modules in the currencies permitted by our Payment Processor. Glims Learning & Afed Limited may display the price of Content and Modules to users in their native currency, but Glims Learning & Afed Limited is not responsible to You for the accuracy of currency rates or currency conversion.
3.4 Acting as Your agent, and with You acting as a principal, Glims Learning & Afed Limited is the merchant of record for Content and Modules sold or made available to users in the countries/territories described here. You are the merchant of record for Content and Modules You sell or make available via Glims Learning & Afed Limited to all other users. The price You set for Content and Modules will determine the amount of payment You will receive. A "Service Fee", as set forth here and as may be revised by Glims Learning & Afed Limited from time to time with notice to Creator or Teacher as described in Section 15, will be charged on the sales price and apportioned to the Payment Processor and, if one exists, the Authorised Provider.
3.5 In certain countries/territories as described here, Glims Learning & Afed Limited will determine if a Content and Modules is taxable and if so, the applicable Tax rate will be collected either by Glims Learning & Afed Limited, the Payment Processor, or the Authorised Provider, and remitted to the appropriate taxing authority for Content and Modules sold to users. Glims Learning & Afed Limited may update the countries/territories where it will determine and remit the Taxes with notice to You. In all other countries/territories, You are responsible for determining if a Content and Modules is taxable, the applicable rate of Tax to be collected, and for remitting the Taxes to the appropriate taxing authority. All Taxes will be deducted from the sales price of Content and Modules sold and the remainder (sales price less Service Fee and Taxes, if any) will be remitted to You. Where Glims Learning & Afed Limited collects and remits Taxes in applicable countries/territories, You and Glims Learning & Afed Limited will recognize a supply from You to Glims Learning & Afed Limited solely for Tax purposes to the extent required by local laws, and You will comply with the relevant Tax obligations arising from this additional supply.
3.6 Where either the Payment Processor, or the Authorised Provider notifies Glims Learning & Afed Limited that it is required by applicable (local) legislation or by the applicable governmental tax authority to withhold any taxes, or where Glims Learning & Afed Limited reasonably determines that it is required by applicable (local) legislation or by the applicable governmental tax authority to withhold any taxes (in each case, "Withholding Taxes"), Glims Learning & Afed Limited will also deduct an amount equal to such Withholding Taxes from the amount Glims Learning & Afed Limited remits to You. Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes. You agree to timely provide, as soon as reasonably practicable, any tax documentation or certification requested by Glims Learning & Afed Limited.
3.7 You may also choose to make Content and Modules available for free. To avoid unexpected fees for users, You agree that Content and Modules that were initially offered free of charge to users will remain free of charge. Any additional charges will correlate with an alternative or supplemental version of the Content and Modules.
3.8 You authorise Glims Learning & Afed Limited to give users refunds in accordance with the Glims Learning & Afed Limited refund policies as located here or the local versions made available to You, and You agree that Glims Learning & Afed Limited may deduct the amount of those refunds from payments to You. In all other respects, the Payment Processor’s standard terms and conditions regarding refunds will apply. User refunds may be exclusive of taxes previously charged to users for Content and Modules purchases.
3.9 Users are allowed unlimited reinstalls of each Content and Modules distributed via Glims Learning & Afed Limited without any additional fee, provided however, that if You remove any Content and Modules from Glims Learning & Afed Limited due to a Legal Takedown (as defined in Section 8.2), that Content and Modules will be removed from all portions of Glims Learning & Afed Limited, and users will no longer have a right or ability to reinstall the affected Content and Modules.
4. Use of Glims Learning & Afed Limited by You
4.1 You and Your Content and Modules(s) must adhere to the Creator or Teacher Program Policies.
4.2 You are responsible for uploading Your Content and Modules to Glims Learning & Afed Limited, providing required Content and Modules information and support to users, and accurately disclosing the permissions necessary for the Content and Modules to function on user Devices.
4.3 You are responsible for maintaining the confidentiality of any Creator or Teacher credentials that Glims Learning & Afed Limited may issue to You or that You may choose Yourself, and You are solely responsible for all Content and Modules that are developed under Your Creator or Teacher credentials. Glims Learning & Afed Limited may limit the number of Creator or Teacher Accounts issued to You or to the company or organization You work for.
4.4 Except for the license rights granted by You in this Agreement, Glims Learning & Afed Limited agrees that it obtains no right, title, or interest from You (or Your licensors) under this Agreement in or to any of Your Content and Modules, including any Intellectual Property Rights in those Content and Modules.
4.6 You agree to use Glims Learning & Afed Limited only for purposes that are permitted by this Agreement and 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).
4.7 Users are instructed to contact You concerning any defects or performance issues in Your Content and Modules. As between You and Glims Learning & Afed Limited, You will be solely responsible, and Glims Learning & Afed Limited will have no responsibility, for undertaking or handling the support and maintenance of Your Content and Modules and any complaints about Your Content and Modules. You agree to supply and maintain valid and accurate contact information that will be displayed in each of Your Content and Modules’ detail page and made available to users for customer support and legal purposes. For Your paid Content and Modules or in-app transactions, You agree to respond to customer support inquiries within 3 business days, and within 24 hours to any support or Content and Modules concerns stated to be urgent by Glims Learning & Afed Limited.
4.8 You agree that if You make Your Content and Modules available through Glims Learning & Afed Limited, You will protect the privacy and legal rights of users. If the users provide You with, or Your Content and Modules accesses or uses, usernames, passwords, or other login information or personal information, You agree to make the users aware that the information will be available to Your Content and Modules, and You agree to provide legally adequate privacy notice and protection for those users. Further, Your Content and Modules may only use that information for the limited purposes for which the user has given You permission to do so. If Your Content and Modules stores personal or sensitive information provided by users, You agree to do so securely and only for as long as it is needed. However, if the user has opted into a separate agreement with You that allows You or Your Content and Modules to store or use personal or sensitive information directly related to Your Content and Modules (not including other Content and Modules or applications), then the terms of that separate agreement will govern Your use of such information. If the user provides Your Content and Modules with Glims Learning & Afed Limited Account information, Your Content and Modules may only use that information to access the user's Glims Learning & Afed Limited Account when, and for the limited purposes for which, the user has given You permission to do so.
4.9 You will not engage in any activity with Glims Learning & Afed Limited, including making Your Content and Modules available via Glims Learning & Afed Limited, that interferes with, disrupts, damages, or accesses in an unAuthorised manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Glims Learning & Afed Limited or any Authorised Provider. You may not use user information obtained via Glims Learning & Afed Limited to sell or distribute Content and Modules outside of Glims Learning & Afed Limited.
4.10 You are solely responsible for, and Glims Learning & Afed Limited has no responsibility to You for, Your Content and Modules, including use of any Glims Learning & Afed Limited APIs and for the consequences of Your actions, including any loss or damage which Glims Learning & Afed Limited may suffer.
4.11 Glims Learning & Afed Limited allows users to rate and review Content and Modules. Only users who download the applicable Content and Modules will be able to rate and review it on Glims Learning & Afed Limited. For new Creators and Teachers without Content and Modules history, Glims Learning & Afed Limited may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Content and Modules that are not meeting acceptable standards, as determined by Glims Learning & Afed Limited. Glims Learning & Afed Limited reserves the right to display Content and Modules to users in a manner that will be determined at Glims Learning & Afed Limited's sole discretion. Your Content and Modules may be subject to user ratings and reviews to which You may not agree. If you have concerns regarding such ratings and reviews, you may report it via the Glims Learning Platform.
5. Authorisations
5.1 You authorise Glims Learning & Afed Limited on a non-exclusive, worldwide, and royalty-free basis to: display, analyze, and use Your Content and Modules in connection with (a) the operation and marketing of Glims Learning & Afed Limited; (b) the marketing of devices and services that support the use of the Content and Modules and the marketing of the Content and Modules on Glims Learning & Afed Limited and Devices; (c) the provision of hosting services to You and on Your behalf to allow for the storage of and user access to the Content and Modules and to enable third -party hosting of such Content and Modules; (d) making improvements to Glims Learning & Afed Limited, Glims Learning Platform, and Android platform; and (e) checking for compliance with this Agreement and the Creator or Teacher Program Policies. The authorization in clause (e) is sublicensable to application security partners. You also authorise such application security partners to use the results of their review in their Content and Modules and research that may be publicly available.
5.2 You authorise Glims Learning & Afed Limited to perform the acts described in this section subject to Your control and direction in the manner indicated in the Glims Learning Platform.
5.3 You grant to the user a nonexclusive, worldwide, and perpetual license to perform, display, and use the Content and Modules. The user may include, but is not limited to, a family group and family members whose accounts are joined together for the purpose of creating a family group. Family groups on Glims Learning & Afed Limited will be subject to reasonable limits designed to prevent abuse of family sharing features. Users in a family group may purchase a single copy of the Content and Modules (unless otherwise prohibited, as for in-app and subscription Content and Modules) and share it with other family members in their family group. If, in the Glims Learning Platform, You opt in to allowing users to share previously purchased Content and Modules, Your authorization of sharing of those purchases by those users is subject to this Agreement. If You choose, You may include a separate end user license agreement (“EULA”) in Your Content and Modules that will govern the user’s rights to the Content and Modules, but, to the extent that EULA conflicts with this Agreement, this Agreement will supersede the EULA. You acknowledge that the EULA for each of the Content and Modules is solely between You and the user. Glims Learning & Afed Limited will not be responsible for, and will not have any liability whatsoever under, any EULA.
6. Brand Features and Publicity
6.1 Each party will own all right, title, and interest, including, without limitation, all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor will the other party acquire, any right, title, or interest (including, without limitation, any implied license) in or to any Brand Features of the other party.
6.2 Subject to the terms and conditions of this Agreement, Creator or Teacher grants to Glims Learning & Afed Limited and its affiliates a limited, nonexclusive, royalty-free license during the term of this Agreement to display Creator or Teacher Brand Features, submitted by Creator or Teacher to Glims Learning & Afed Limited, for use solely within Glims Learning & Afed Limited, online or on Devices and in each case solely in connection with the distribution and sale of Creator or Teacher's Content and Modules via Glims Learning & Afed Limited or to otherwise fulfill its obligations under this Agreement.
6.3 In addition to the license granted in Section 6.2 above, for purposes of marketing the presence, distribution, and sale of Your Content and Modules via Glims Learning & Afed Limited and its availability for use on Devices and through other Glims Learning & Afed Limited services, Glims Learning & Afed Limited and its affiliates may include visual elements from Your Content and Modules (including characters and videos of game play) and Creator or Teacher Brand Features (a) within Glims Learning & Afed Limited, on Devices, and in any Glims Learning & Afed Limited-owned online or mobile properties; (b) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside Glims Learning & Afed Limited; (c) when making announcements of the availability of the Content and Modules; (d) in presentations; and (e) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Glims Learning & Afed Limited websites).
6.4 Glims Learning & Afed Limited grants to Creator or Teacher a limited, nonexclusive, worldwide, royalty- free license to use the GLIMS Brand Features for the term of this Agreement solely for marketing purposes and only in accordance with the GLIMS Brand Guidelines.
6.5 If Creator or Teacher discontinues the distribution of specific Content and Modules via Glims Learning & Afed Limited, Glims Learning & Afed Limited will cease use of the discontinued Content and Modules' Brand Features pursuant to this Section 6, except as necessary to allow Glims Learning & Afed Limited to effectuate reinstalls by users.
7. Promotional Activities
7.1 Glims Learning & Afed Limited may run promotional activities offering coupons, credits, and/or other promotional incentives for paid transactions and/or user actions for Your Content and Modules and in-app transactions solely in connection with Glims Learning & Afed Limited promotions and, for gift card promotions, also on Glims Learning & Afed Limited Authorised third-party channels ("Promotion(s)"), provided that (a) amounts payable to You will not be impacted; (b) there will be clear communication to users that the Promotion is from Glims Learning & Afed Limited and not You; (c) the prices You establish will be clearly communicated to users; (d) any redemption of the Promotion will be fulfilled by Glims Learning & Afed Limited or, for gift card Promotions, through a Glims Learning & Afed Limited Authorised third party; and (e) Glims Learning & Afed Limited will be responsible for compliance with applicable law for the Promotion.
7.2 In addition to the rights granted in Section 6, You grant Glims Learning & Afed Limited the right to use Your Brand Features (in the form and manner provided by You) for purposes of marketing Promotions in connection with Glims Learning & Afed Limited on Glims Learning & Afed Limited Authorised third-party channels; provided however, that Glims Learning & Afed Limited will only use Brand Features owned by You on Authorised third- party channels.
8. Content and Modules Takedowns
8.1 You may remove Your Content and Modules from future distribution via Glims Learning & Afed Limited at any time, but You agree to comply with this Agreement and the Payment Processor's Payment Account terms of service for any Content and Modules distributed via Glims Learning & Afed Limited prior to removal, including, but not limited to, refund requirements. Removing Your Content and Modules from future distribution via Glims Learning & Afed Limited does not (a) affect the rights of users who have previously purchased or downloaded Your Content and Modules; (b) remove Your Content and Modules from Devices or from any part of Glims Learning & Afed Limited where previously purchased or downloaded applications are stored on behalf of users; or (c) change Your obligation to deliver or support Content and Modules or services that have been previously purchased or downloaded by users.
8.2 Notwithstanding Section 8.1, in no event will Glims Learning & Afed Limited maintain on any portion of Glims Learning & Afed Limited (including, without limitation, the part of Glims Learning & Afed Limited where previously purchased or downloaded applications are stored on behalf of users) any Content and Modules that You have removed from Glims Learning & Afed Limited and provided written notice to Glims Learning & Afed Limited that such removal was due to (a) an allegation of infringement, or actual infringement, of any third party Intellectual Property Right; (b) an allegation of, or actual violation of, third party rights; or (c) an allegation or determination that such Content and Modules does not comply with applicable law (collectively "Legal Takedowns"). If a Content and Modules is removed from Glims Learning & Afed Limited due to a Legal Takedown and an end user purchased such Content and Modules within a year (or a longer period as local consumer law mandates) before the date of takedown, at Glims Learning & Afed Limited's request, You agree to refund to the end user all amounts paid by such end user for such Content and Modules.
8.3 Glims Learning & Afed Limited does not undertake an obligation to monitor the Content and Modules or their content. If Glims Learning & Afed Limited becomes aware and determines in its sole discretion that a Content and Modules or any portion thereof (a) violates any applicable law; (b) violates this Agreement, applicable policies, or other terms of service, as may be updated by Glims Learning & Afed Limited from time to time; (c) violates terms of distribution agreements with device manufacturers and Authorised Providers; or (d) creates potential liability for, or may have an adverse impact on, Glims Learning & Afed Limited or Authorised Providers (for example, if a Content and Modules has an adverse economic, reputational or security-related impact); then Glims Learning & Afed Limited may reject, remove, suspend, limit the visibility of a Content and Modules on Glims Learning & Afed Limited, or reclassify the Content and Modules from Glims Learning & Afed Limited or from Devices. Glims Learning & Afed Limited reserves the right to suspend and/or bar any Content and Modules and/or Creator or Teacher from Glims Learning & Afed Limited or from Devices as described in this Section. If Your Content and Modules contains elements that could cause serious harm to user devices or data, Glims Learning & Afed Limited reserves the right to disable the Content and Modules or remove it from Devices on which it has been installed. If Your Content and Modules is rejected, removed, or suspended from Glims Learning & Afed Limited or from Devices pursuant to this Section 8.3, then Glims Learning & Afed Limited may withhold payments due to Creator or Teacher.
8.4 Glims Learning & Afed Limited enters into distribution agreements with device manufacturers and Authorised Providers to place the Glims Learning & Afed Limited software client application(s) on Devices. These distribution agreements may require the involuntary removal of Content and Modules in violation of the Device manufacturer's or Authorised Provider's terms of service.
9. Privacy and Information
9.1 Any data collected or used pursuant to this Agreement is in accordance with Glims Learning & Afed Limited’s Privacy Policy.
9.2 In order to continually innovate and improve Glims Learning & Afed Limited, related Content and Modules and services, and the user and Creator or Teacher experience across Glims Learning & Afed Limited Content and Modules and services, Glims Learning & Afed Limited may collect certain usage statistics from Glims Learning & Afed Limited and Devices including, but not limited to, information on how the Content and Modules, Glims Learning & Afed Limited, and Devices are being used.
9.3 The data collected is used in the aggregate to improve Glims Learning & Afed Limited, related Content and Modules and services, and the user and Creator or Teacher experience across Glims Learning & Afed Limited Content and Modules and services. Creators and Teachers have access to certain data collected by Glims Learning & Afed Limited via the Glims Learning Platform and certain Glims Learning & Afed Limited APIs. Glims Learning & Afed Limited relies on the European Commission’s Standard Contractual Clauses for transfers of personal data out of the European Economic Area, Switzerland, and the United Kingdom to countries which are not covered by an adequacy decision (e.g., the United States). By using Glims Learning & Afed Limited, you agree to the Glims Learning & Afed Limited Controller-Controller Data Protection Terms. Your use of certain Glims Learning & Afed Limited APIs may be subject to additional data transfer provisions or the specific, prevailing terms of service of Glims Learning & Afed Limited APIs, such as the Glims Learning & Afed Limited Creator or Teacher API Terms of Service.
10. Terminating this Agreement
10.1 This Agreement will continue to apply until terminated, subject to the terms that survive pursuant to Section 16.9, by either You or Glims Learning & Afed Limited as set forth below.
10.2 If You want to terminate this Agreement, You will cease Your use of the Glims Learning Platform and any relevant Creator or Teacher credentials.
10.3 Glims Learning & Afed Limited may terminate this Agreement with You immediately upon written notice or with thirty (30) days prior written notice if required under applicable law if (a) You have breached any provision of this Agreement, any non-disclosure agreement, or other agreement relating to Glims Learning & Afed Limited; (b) Glims Learning & Afed Limited is required to do so by law; (c) You cease being an Authorised Creator or Teacher, a Creator or Teacher in good standing, or are barred from using the GLIMS platform; (d) Glims Learning & Afed Limited decides to no longer provide the platform or (e) You or Your Content and Modules pose a potential risk for economic, reputational, or security-related harm to Glims Learning & Afed Limited, users, or other third-party partners. Where allowed under applicable law, Glims Learning & Afed Limited may also terminate this Agreement with You for any reason with thirty (30) days prior written notice. If Glims Learning & Afed Limited terminates this Agreement, You will no longer have access to the Glims Learning Platform. More information on account termination is located here.
10.4 After termination of this Agreement, Glims Learning & Afed Limited will not distribute Your Content and Modules, but may retain and use copies of the Content and Modules for support of Glims Learning & Afed Limited and the platform.
11. Representations and Warranties
11.1 You represent and warrant that You have all Intellectual Property Rights in and to Your Content and Modules(s).
11.2 If You use third-party materials, You represent and warrant that You have the right to distribute the third-party material in the Content and Modules. You agree that You will not submit material to Glims Learning & Afed Limited that is subject to third -party Intellectual Property Rights unless You are the owner of such rights or have permission from their rightful owner to submit the material.
11.3 You represent and warrant that, as the principal to the transaction with the user, You are solely responsible for compliance worldwide with all applicable laws and other obligations.
11.4 You represent and warrant that all information that You provide to Glims Learning & Afed Limited or users in connection with this Agreement or Your Content and Modules will be current, true, accurate, supportable and complete.
12. Disclaimer Of Warranties
12.1 To The Maximum Extent Permitted By Law, You Understand And Expressly Agree That Your Use Of The Glims Learning Platform And Glims Learning & Afed Limited Is At Your Sole Risk And That The Glims Learning Platform And Glims Learning & Afed Limited Are Provided "As Is" And "As Available" Without Warranty Of Any Kind.
12.2 Your Use Of The Glims Learning Platform And Glims Learning & Afed Limited And Any Material Or Otherwise Obtained Through The Use Of The Glims Learning Platform And Glims Learning & Afed Limited Is At Your Own Discretion And Risk And You Are Solely Responsible For Any Damage To Your Computer System Or Other Device Or Loss Of Data That Results From Such Use.
12.3 Glims Learning & Afed Limited Further Expressly Disclaims All Warranties And Conditions Of Any Kind, Whether Express Or Implied, Including, But Not Limited To, The Implied Warranties And Conditions Of Merchantability, Fitness For A Particular Purpose, And Non-Infringement.
13. Limitation Of Liability
To The Maximum Extent Permitted By Law, You Understand And Expressly Agree That Glims Learning & Afed Limited, Its Subsidiaries And Affiliates, And Its Licensors Will Not Be Liable To You Under Any Theory Of Liability For Any Indirect, Incidental, Special, Consequential, Or Exemplary Damages That May Be Incurred By You, Including Any Loss Of Data, Whether Or Not Glims Learning & Afed Limited Or Its Representatives Have Been Advised Of Or Should Have Been Aware Of The Possibility Of Any Such Losses Arising.
14. Indemnification
14.1 To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless Glims Learning & Afed Limited, its affiliates, and their respective directors, officers, employees and agents, and Authorised Providers from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) Your use of the Glims Learning Platform and Glims Learning & Afed Limited in violation of this Agreement; (b) infringement or violation by Your Content and Modules(s) of any Intellectual Property Right or any other right of any person; or (c) You or Your Content and Modules(s)’ violation of any law.
14.2 To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless the applicable Payment Processors (which may include Glims Learning & Afed Limited and/or third parties) and the Payment Processors' affiliates, directors, officers, employees, and agents from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or accruing from Your distribution of Content and Modules via Glims Learning & Afed Limited.
15. Changes to the Agreement
15.1 Glims Learning & Afed Limited may make changes to this Agreement at any time with notice to Creator or Teacher and the opportunity to decline further use of Glims Learning & Afed Limited. You should look at the Agreement and check for notice of any changes regularly.
15.2 Changes will not be retroactive. They will become effective, and will be deemed accepted by Creator or Teacher, (a) immediately for those who become Creators and Teachers after the notification is posted; or (b) for pre-existing Creators and Teachers, on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (except changes required by law which will be effective immediately).
15.3 If You do not agree with the modifications to the Agreement, You may terminate Your use of Glims Learning & Afed Limited, which will be Your sole and exclusive remedy. You agree that Your continued use of Glims Learning & Afed Limited constitutes Your agreement to the modified terms of this Agreement.
16. General Legal Terms
16.1 This Agreement, including any addenda You may have agreed to separately, constitutes the entire legal agreement between You and Glims Learning & Afed Limited and governs Your use of Glims Learning & Afed Limited and completely replaces any prior agreements between You and Glims Learning & Afed Limited in relation to Glims Learning & Afed Limited. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only.
16.2 You agree that if Glims Learning & Afed Limited does not exercise or enforce any legal right or remedy contained in this Agreement (or which Glims Learning & Afed Limited has the benefit of under any applicable law), this will not be taken to be a formal waiver of Glims Learning & Afed Limited's rights and that those rights or remedies will still be available to Glims Learning & Afed Limited.
16.3 If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
16.4 You acknowledge and agree that each member of the group of companies comprising Glims Learning & Afed Limited will be a third -party beneficiary to this Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third -party beneficiary to this AgreEMENT.
16.5 Content And Modules On Glims Learning & Afed Limited May Be Subject To United States’ And Other Jurisdictions’ Export Control And Sanctions Laws And Regulations. You Agree To Comply With All Export Control And Sanctions Laws And Regulations That Apply To Your Distribution Or Use Of Content And Modules, Including But Not Limited To (A) The Export Administration Regulations Maintained By The U.S. Department Of Commerce, (B) Trade And Economic Sanctions Maintained By The U.S. Treasury Department's Office Of Foreign Assets Control, And (C) The International Traffic In Arms Regulations Maintained By The U.S. Department Of State. These Laws And Regulations Include Restrictions On Destinations, Users, And End Use.
16.6 Except in the case of a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), the rights granted in this Agreement may not be assigned or transferred by either You or Glims Learning & Afed Limited without the prior approval of the other party. Any other attempt to assign is void.
16.7 If You experience a change of control, Glims Learning & Afed Limited may, at its discretion, elect to immediately terminate this Agreement.
16.8 All claims arising out of or relating to this Agreement or Your relationship with Glims Learning & Afed Limited under this Agreement will be governed by the laws of New Zealand. You and Glims Learning & Afed Limited further agree to submit to the exclusive jurisdiction of the federal or state courts located within New Zealand to resolve any legal matter arising from or relating to this Agreement or Your relationship with Glims Learning & Afed Limited under this Agreement, except that You agree that Glims Learning & Afed Limited will be allowed to apply for injunctive relief in any jurisdiction. To the extent required under applicable law, You may have other ways to resolve disputes with Glims Learning & Afed Limited as described in the Creator or Teacher Program Policies. If You are accepting the Agreement on behalf of the New Zealand government entity or a New Zealand city, county, or state government entity, then the following applies instead of the foregoing: the parties agree to remain silent regarding governing law and venue.
16.9 Sections 1 (Definitions), 6.5, 10.4, 11 (Representations and Warranties), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 16 (General Legal Terms) will survive any expiration or termination of this Agreement.