Biz/ed share Terms of Use

http://www.bized.co.uk/share/terms.htm

1. User's Acknowledgment and Acceptance of Terms of Use

Cengage Learning EMEA Ltd, a Cengage Learning company (referred to as "us," "we" or the "Company") provides the Biz/ed share Web site and various related online services (collectively referred to as the "Site") subject to your compliance with all the terms, conditions, and notices contained or referenced in these Terms of Use ("Terms of Use"). In addition, when using particular services or Site Content (as defined in Section 7 below) on the Site, you shall be subject to any posted guidelines or rules applicable to such services or Site Content that may contain terms and conditions in addition to these Terms of Use. All such guidelines or rules are hereby incorporated by reference into and made a part of these Terms of Use.

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING OR REGISTRATION PROCESS, OR OTHERWISE ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS, INCLUDING ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE IN THESE TERMS OF USE, AS IF YOU HAD SIGNED THESE TERMS OF USE. IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT TO US THAT THE YOU ARE DULY AUTHORIZED TO BIND SUCH ENTITY TO THESE TERMS OF USE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS OF USE, YOU MUST CLICK THE "I DECLINE" BUTTON AND MAY NOT USE THE SITE.

These Terms of Use are effective as of 7th May 2008. We reserve the right to change these Terms of Use from time to time. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Use periodically and to be aware of any such changes. Your continued use of the Site after such changes will constitute your acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use. We will provide notice of such changes by posting a notice of the changes (which may include posting a new Terms of Use) on the Site, which changes shall be effective immediately upon such posting. We may, at our discretion, supplement notices of any of the above changes by any of the means set forth in Section 20.

As used in these Terms of Use, "you" and "your" refer to the user named in the online order form ("Order") completed by or on behalf of you in connection with your registration for the Site, and references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, licensors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or the Site Content (except for User Content or Shared Content posted by other users of the Site).

You expressly consent to your agreement to these Terms of Use being formed electronically without the need for a signature by either you or us. You agree that a printed version of these Terms of Use and of any notice given by us in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records generated and maintained in printed form by us.

2. Description of Site

We make various services available on the Site. Applicable service charges (if any) and any additional details and terms and conditions (such as length of subscription term) for the various services are set out in your Order and/or the relevant area of the Site. Your Order also may specify limits on your use of the Site, such as temporal limits and/or limits on your right to access certain features, functionalities, or capabilities. Your use of the Site shall be subject to all such limitations. You are solely responsible for providing, at your own expense, all equipment necessary to use the Site, including a computer, modem and your own Internet access (including payment of Internet Service Provider fees associated with such access).

We reserve the sole right to either modify or discontinue the Site, including any features therein, at any time with or without notice to you; provided, however, that we will provide notice (in the manner specified in Section 1 above for changes to these Terms of Use) of substantial changes to the Site. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of new services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current version of the Site shall also be subject to these Terms of Use.

3. Registration Data and Privacy

In order to access the Site, you must provide certain information and data as prompted by the registration forms on the Site ("Registration Data"). By registering for the Site, you agree that your Registration Data is true and accurate, and you agree to maintain and update your Registration Data as required in order to keep it current, complete and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into and made a part of these Terms of Use.

4. Payment of Charges

If you subscribe to a paid service on the Site, you agree to pay all applicable charges for such service. For all charges for services on the Site, we will bill your credit card (for purposes hereof, the term "credit card" includes a credit card or a debit card). Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information promptly after the change. You acknowledge that the agreement between you and the relevant credit card issuer or financial institution governs your use of your credit card for payment of amounts owed to us, and that you must refer to such agreement to determine your rights and obligations as a holder of such card.

If, for any reason, we do not receive payment from your credit card issuer, upon demand you agree to pay the overdue amount by other means acceptable to us. We reserve the right to accept other forms of payment, and If we elect to invoice you for services, you agree to pay to us the amount indicated in each invoice by the due date reflected on the invoice.

If you believe that a billing discrepancy has occurred, you must notify us within 90 days after the date on which such discrepancy first appeared on your credit card account statement or invoice, as the case may be, or such amounts will be deemed to have been accepted by you. You agree to release us from any liability for any error or discrepancy that is reported to us after such period.

You agree that until your subscription to a service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service.

Your failure to pay according to the terms of these Terms of Use shall entitle us, without prejudice to our other rights and remedies, to (i) charge interest on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law and/or (ii) suspend or terminate your subscription to the Site. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable attorney's fees and court costs. We may charge a fee for reinstatement of suspended or terminated accounts.

7-Day Guarantee. If you subscribe to a paid service on the Site for your personal use (and not on behalf of a company or other legal entity), then this paragraph applies. If you are not fully satisfied with the paid service, you may terminate your subscription at any time during the first seven (7) days after your subscription is activated and receive a full refund of all payments made by you to us for such service. To receive such refund, within the above described 7-day period you must stop using the service and provide us with your notice of termination by any of the means set forth in Section 20, which notice must provide us with sufficient user identification information so that we may properly identify you and your account.

5. User Conduct

Your use of the Site is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the profiles (including your name, image and likeness), messages, text, information, sounds (including music), images (including video and photos), graphics (including illustrations, drawings and logos), software and other content that you upload, publish or display (collectively, "post") or otherwise transmit to or share with others on or through the Site (collectively, "User Content"). By posting User Content in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on the Site, you agree that you will not post, share or otherwise deliver or facilitate delivery of any User Content that:

1. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
3. Infringes or violates any rights of others (including copyrights, patents, trademarks, service marks, trade names, trade secrets, publicity, privacy or other intellectual property, personal or contractual rights);
4. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
6. Impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by users of the Site, and you understand that although we may provide you storage space and access for User Content on the Site, we in no way endorse the User Content or deem the User Content to be suitable under the terms of these Terms of Use. Although we generally do not actively screen, monitor, or edit the content posted by users of the Site, we reserve the right (but not the obligation), in our sole discretion, to disable access to or remove any content (including User Content), regardless of whether it violates the standards for content set forth in these Terms of Use. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content (including User Content). You also understand that we reserve the right to conclude that the User Content is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if we provide services to other users despite such users' content having the same or similar characteristics as the User Content.

In addition, you may not use the Site to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas, features, functionalities, or capabilities of the Site may be available to you or other authorized users of the Site. You shall not interfere with anyone else's use and enjoyment of the Site. Users who violate systems or network security may incur criminal or civil liability.

We may investigate any reported violation of these Terms of Use or any complaints and take any action that we deem appropriate and reasonable under the circumstance to protect our systems, facilities, customers and/or third parties, including suspending or terminating without prior notice your account and access to the Site. In the event we take any corrective action, we shall not be obligated to refund to you any unused prepaid charges.

To comply with applicable laws and governmental requests, to protect our systems and customers or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including your profile information (including name and e-mail address), usage history, and User Content residing on our computer systems. We also reserve the right to report to appropriate law enforcement officials, regulators, or other appropriate third parties any activity that we suspect violates any law. To the extent any inconsistency exists between any terms of our online privacy practices (if any) and our right to disclose under this Section, our right to disclose under this Section will control.

6. Third Party Sites and Information

The Site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These other sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the other site or party by us, or any warranty of any kind, either express or implied.

7. Intellectual Property Information

The content on and available through the Site (the "Site Content") consists of two types: (1) Shared Content and (2) Company Content.

"Shared Content" is the content posted by the Company and users of the Site (including User Content posted by you) in an area of the Site that is designated as a learning space and/or user community and that is presented to users in a modifiable format and clearly indicates that modification thereof is permitted.

Subject to your compliance with the terms and conditions of these Terms of Use, we hereby grant you a revocable, nontransferable, nonexclusive, limited license to create derivative works of the Shared Content and copy, distribute, display, perform and otherwise use such derivative works and Shared Content, by means of any media or delivery technology now known or hereafter devised, for the noncommercial educational, instructional and research purposes of your academic or research institution (the "Shared Content License"). A "derivative work" is a work that is based on an underlying work and that would be a copyright infringement if prepared without the authorization of the copyright owners of the underlying work, and "Company Content" is all content (other than the Shared Content) on and available through the Site, including designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement. The Company Content, and any know-how, methodologies or processes used by us to provide the Site, including all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto, shall remain the sole and exclusive property of the Company and/or its Affiliates, with all license rights not expressly granted under these Terms of Use reserved. You are only permitted to use the Company Content as expressly authorized by us. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Company Content in any form or by any means without prior written permission from us, and you are solely responsible for obtaining permission before reusing any copyrighted Company Content.

You shall not (i) sell, resell or otherwise commercially exploit the Site or the Site Content in any way; (ii) except as permitted under the Shared Content License, modify or make derivative works based upon the Site or the Site Content; (iii) create Internet "links" to the Site or "frame" or "mirror" any Site Content on any other server or wireless or Internet-based device or (iv) create a database by systematically downloading and storing all or any of the Site Content.

Portions of the Site Content may include items provided by Company's Affiliates, and you grant to such Affiliates the right to protect their interests under this Agreement and agree that such Affiliates are benefited by the provisions of this Agreement.

These Terms of Use do not convey to you an interest in or to the Site Content, but only a limited right of use revocable in accordance with the terms hereof. Any unauthorized use of the Site Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we nor our Affiliates warrant or represent that your use of the Site Content will not infringe the rights of third parties.

The following are registered trademarks, trademarks or service marks of Company or its Affiliates: Biz/ed, Saras, Excelsoft, Sky, Cengage Learning, and Collins. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Company or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Company or its Affiliates.

8. User Content Posted on The Site

By posting User Content to any part of the Site, you automatically grant to the Company an irrevocable, perpetual, nonexclusive, paid-up, and worldwide license to create derivative works of the User Content and copy, distribute, display, perform and otherwise use such derivative works and User Content, by means of any media or delivery technology now known or hereafter devised, for the purposes of operating and promoting the Site, with the right to sublicense and assign to others any of the foregoing. In addition, by posting User Content to any part of the Site, you agree that you waive any moral rights (i.e., personal rights associated with authorship of a work under applicable law, including the rights to approve modifications and to require authorship identification) in the User Content.

In addition, by posting User Content to any Shared Content area of the Site, you automatically grant to the Company an irrevocable, perpetual, nonexclusive, paid-up, and worldwide license to create derivative works of the User Content and grant other users of the Site sublicenses to such derivative works and User Content similar to the Shared Content License granted to you with respect to the Shared Content, with the right to sublicense and assign to others any of the foregoing.

The Company does not assert any ownership over your User Content; rather, as between you and us, subject to the licenses granted to us in these Terms of Use, you retain full ownership of all your User Content and any intellectual property rights or other proprietary rights associated with your User Content][; provided, however, that your ownership rights with respect to any User Content that consists of derivative works of Shared Content is subject to the ownership rights of the owner of such underlying Shared Content.

Subject to our Privacy Policy, any communication or material (including User Content) that you post or transmit to the Site or to us, whether by electronic mail or other means, for any reason, will be treated as nonconfidential. Please do not submit confidential information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

9. Disclaimer of Warranties

THE SITE AND SITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SITE AND SITE CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SITE AND SITE CONTENT WILL MEET YOUR REQUIREMENTS, (B) UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION OF THE SITE OR THAT WE WILL FIND OR CORRECT ALL DEFECTS OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SITE CONTENT WILL BE EFFECTIVE, ACCURATE OR RELIABLE.

THE SITE AND SITE CONTENT COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SITE AND SITE CONTENT, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES PROVIDED ON THE SITE, AT ANY TIME WITHOUT NOTICE. THE SITE CONTENT OR SERVICES AT THE SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH SITE CONTENT OR SERVICES.

THE USE OF THE SITE OR THE DOWNLOADING OR OTHER USE OF ANY SITE CONTENT IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO STORE ANY USER CONTENT, REGISTRATION DATA OR PERSONALIZATION SETTINGS.

Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS WITH THIRD PARTIES EXECUTED THROUGH, OR IN CONNECTION WITH THE SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with Company. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Company spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of the Site for further information, which policies are incorporated by reference into and made a part of these Terms of Use.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

Regardless of the basis on which you are entitled to claim damages from us (including fundamental breach, negligence, misrepresentation or other contract or tort claim), we are liable only for the amount of any actual direct damages, which amount shall be limited in the aggregate to the greater of £100 or the charges actually paid by you for the services on the Site during the three (3) months immediately preceding the date on which the claim accrued. This limit also applies to our Affiliate, and is the maximum for which we and our Affiliates are collectively responsible. In no event shall we or our Affiliates be liable for (i) any third-party claims against you for losses or damages, (ii) any loss of or damage to the User Content, any records or data or (iii) special, incidental or consequential damages (including lost profits or savings), even if they are informed of their possibility.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of the Site, including your violation or breach of any term, condition, representation or warranty of these Terms of Use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Participation in Promotions

From time to time, the Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

13. E-mail Services

We may make e-mail services available to users of the Site, either directly or through a third-party provider.

We will not inspect or disclose the contents of private e-mail messages except with the consent of the sender or the recipient or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited mailings (also known as "spam") and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block e-mail messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

14. General Practices Regarding Use of Site and Storage of User Content

You acknowledge that we may establish general practices and limits concerning use of the Site, including without limitation the maximum number of days that uploaded User Content will be retained on the Site, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any User Content maintained or transmitted on or through the Site. You acknowledge that we reserve the right to log off accounts that have not paid a subscription fee or that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

The Site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the User Content you upload to the Site, you should not rely on the Site as your only storage facility. You should preserve backup copies of any digital data, information or other User Content that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your User Content or Registration Data.

15. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any Use Content posted and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

16. Export Controls

The Site provides services and uses software and technology that may be subject to the export control regulations of the European Union. You acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof. The list of Embargoed Countries is subject to change without notice. By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country. You agree to comply strictly with all European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under Council Regulation (EC) No. 1334/2000

17. International Use

Although the Site may be accessible worldwide, we make no representation that the Site Content is appropriate or available for use in locations outside England, and accessing the Site Content from territories where such Site Content is illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Site is void where prohibited.

18. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, for lack of use or if we believe that you have breached or acted inconsistently with the letter or spirit of these Terms of Use.

Upon termination or suspension, regardless of the reasons therefor, your right to use the Site including the services available on the Site immediately ceases, and you acknowledge and agree that we may immediately deactivate your account and delete all related information and User Content and/or bar any further access to such User Content or the Site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Any terms of these Terms of Use that by their nature extend beyond the termination of these Terms of Use, including the terms of Sections 1, 3, 5-11, 14, and 18-22, as well as your liability for any unpaid charges, shall survive any termination and remain in effect until fulfilled.

19. Governing Law

The Site (excluding any linked sites) is controlled by us from our offices within the country of England. It can be accessed from other countries around the world. As each of these places has laws that may differ from those of England, by accessing the Site both of us agree that English law, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Site and the purchase of products and services available through the Site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the English courts with respect to such matters.

20. Notices

All notices to a party shall be in writing and shall be made either via reputable overnight courier (for example, Federal Express), registered or certified first class mail, return receipt requested or confirmed e-mail transmission. Notices to us must be sent to the attention of Customer Service at info@bized.co.uk, if by e-mail, or at Cengage Learning EMEA Ltd, a Cengage Learning company, Cheriton House, North Way, Andover SP10 5QS, UK (+44 (0)1264 342932), if by overnight courier or mail. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Site to inform you of changes to the Site, these Terms of Use or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by registered or certified first class mail, return receipt requested; or (4) on the delivery date if transmitted by confirmed e-mail.

21. Entire Agreement

THESE TERMS OF USE, INCLUDING YOUR ORDER, CONSTITUTE THE SOLE AND ENTIRE AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PROPOSALS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS AND OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE. Any policy or guideline incorporated by reference in these Terms of Use and the Order are considered part of these Terms of Use. We are not bound by nor should you rely on any representation contained in material of a general informational nature posted on the Site.

Except for our right to amend these Terms of Use as described herein, changes to these Terms of Use may be made only by a written amendment signed by both parties. Changes in any other form, including additional or different terms in any written communication from you, are void.

22. Miscellaneous

In any legal action, whether at law or in equity, to enforce these Terms of Use, the prevailing party shall be entitled to recover from the other party all of its costs and expenses, including reasonable attorney's fees, incurred in connection with such enforcement. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any thing party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Terms of Use.

You agree not to resell, remarket, reproduce, duplicate, copy or use for any commercial purposes any portion of the Site, or use of or access to the Site.

No delay or default in performance of any obligation by us shall constitute a breach of these Terms of Use to the extent such default or delay is caused, directly or indirectly, by an event beyond our reasonable control, including fire, flood, earthquake, elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, failure of the Internet or strikes, lockouts or labor difficulties.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

These Terms of Use do not create any benefits, rights, claims, obligations, or causes of action (including under the Contracts (Rights of Third Parties Act) 1999) in, to, or on behalf of, any person or entity other than to you, us and our Affiliates under these Terms of Use.

23. Contact Information

Except as explicitly noted on the Site, the services available on the Site are offered by Cengage Learning EMEA Ltd, a Cengage Learning company, located at High Holborn House, 50-51 Bedford Row, London WC1R 4LR. If you notice that any user is violating these Terms of Use, please contact us at info@bized.co.uk.