BRAINPOP END USER LICENCE AGREEMENT

Welcome to the BrainPOP line of educational products, brought to you by BrainPOP UK, Ltd This End User Licence Agreement is a legal document that governs the terms and conditions of your membership in BrainPOP. These terms and conditions are designed to ensure that you have a safe and enjoyable experience with BrainPOP. You should read this Agreement carefully. By using this website or activating your account, you acknowledge your agreement with these terms and conditions, as such terms and conditions may be amended from time to time, and represent that you are above legal age, and are either the certified educator, parent or legal guardian of the children registered on your account. You also thereby agree to accept a non-exclusive, non-assignable right and licence to use BrainPOP.

Ownership; Copyrights And Trademarks.
User acknowledges that ownership of the BrianPOP (“the Product”), the BrainPOP Website (“the Website”) and its content (“the Content”), and all intellectual property or other proprietary rights therein, shall remain with BrainPOP UK Ltd. Without limiting any other legal rights or remedies BrainPOP UK Ltd. may have, User agrees that any and all use of the Content by User is governed by and shall be in compliance with United States trademark and copyright laws. Nothing in this Agreement shall be construed to give User ownership in the Product, the Website or the Content. User acknowledges that User has no right to use the Content other than as set forth in this Agreement. All rights not expressly granted are reserved to BrainPOP UK Ltd.

Trademark and copyright notices

Copyright© BrainPOP UK, Ltd.

BrainPOP, BrainPOP Junior, BrainPOP Español, www.brainpop.co.uk, www.brainpopjr.com, www.brainpop.co.uk, es.brainpop.com, and/or all other BrainPOP logos, characters, names and services referred to on the Website are registered trademarks or trademarks of BrainPOP.com, L.L.C. All rights reserved.

User Agreement with BrainPOP UL Ltd.

IMPORTANT - READ THESE TERMS CAREFULLY BEFORE USING THE PRODUCT OR ACCESSING THE CONTENT ON THIS WEBSITE. BY ACCESSING THE PRODUCT AND/OR THE CONTENT CONTAINED THEREIN, YOU ACKNOWLEDGE AND REPRESENT THAT YOU ARE AN AUTHORIZED USER; THAT YOU HAVE READ THIS AGREEMENT; THAT YOU UNDERSTAND IT; AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.

a)GRANT OF LICENCE. For the Term of the Subscriber Agreement, BrainPOP UK ltd. grants to User a limited, non-exclusive, revocable licence to access the Product strictly via the Website(s) that BrainPOP UK ltd. may set forth from time to time, and to use the Content in accordance with the terms of this Agreement. This licence may not be transferred to third parties, nor may User allow an unauthorised third party to gain access to the Product, the Content or any Log-In Information (as defined in Section 2 below). Without limiting any other provisions in this Agreement, any violation of this provision constitutes a breach of this Agreement, and grounds for immediate termination without compensation by BrainPOP UK Ltd.

b) LOG-IN INFORMATION. User has been provided with a valid username and password for the purpose of accessing the Product and the Content (the "Log-In Information") on the Website. All Log-In Information must be kept confidential, and may only be used by User under the terms of this agreement. The unauthorised use of any Log-In Information, either with or without User's knowledge, shall be deemed a breach of this Agreement, and may constitute a violation of BrainPOP UK Ltd's copyrights. User is responsible for maintaining the security and confidentiality of all Log-In Information, and for preventing access to the Product and/or the Content by unauthorised persons. Unauthorised access to or use of the Product and/or the Content by someone using User's Log-In information may be attributed to User.

c) USER AGREEMENT. BrainPOP UK Ltd. may from time to time make amendments to this Agreement. Such amendments will become effective when BrainPOP UK Ltd. posts an updated User Agreement on the Website, or when BrainPOP UK Ltd. otherwise provides notice to User of any amendments. User is responsible for periodically checking the posted User Agreement for updates, and User shall be bound by the terms of the User Agreement posted on the Website at the time of User's Website access. Any amended User Agreement shall supersede the previous versions of the User Agreement.

d) Communications from BrainPOP UK Ltd. BrainPOP UK Ltd. will periodically contact User for customer service purposes, including without limitation by providing Product information (such as Product updates and Content changes) and Product integration ideas. By accessing the Product and the Content, User consents to receive such communications.

Links to Other Web Sites

The Website may include links to other Internet sites solely as a convenience to users. BrainPOP UK Ltd. does not endorse any such sites or the information, material, products or services contained on or accessible through such sites, and User accesses and uses such sites, including information, material, products and services therein, solely at User’s own risk.

Use of the Account

As the Registered Member for an Account, User is entirely liable for all activities conducted through that Account, and responsible for ensuring that any other person who uses the Account is aware of the terms of this Agreement and complies with this Agreement. Each person who uses the Account agrees to be bound by the terms of this Agreement, whether or not such person is a Member. User will notify BrainPOP UK Ltd. at info@brainpop.co.uk as to any known or suspected unauthorised use(s) of the Account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your User Name and password. We will have no liability for any circumstances arising from the unauthorised use of a User Name, password or the Account. Any fraudulent, abusive, or otherwise illegal activity on the Account may be reported to appropriate law-enforcement agencies by BrainPOP Uk Ltd. User is solely responsible for providing all computer hardware, telephone and other equipment necessary to access the Service, including without limitation Internet access software and modems. If you have reason to believe that your Account is no longer secure (for example, in the event of a loss, theft, or unauthorised disclosure or use of your User Name, password, or any credit, debit, or charge card number stored on the Service), User must promptly change User’s password and notify BrainPOP UK Ltd.

Billing Policies

A. All subscriptions will be pre-paid annually.

B. Automatic Billing. BrainPOP Uk Ltd. billing system will bill User’s designated credit card for User’s annual subscription. BrainPOP UK Ltd. is subject to any restrictions imposed by User’s credit card issuer. If payment cannot be charged to User’s credit card or User’s charge is returned to BrainPOP UK Ltd. for any reason, including charge back, BrainPOP UK Ltd. reserves the right to either suspend or terminate your access and account, thereby terminating this Agreement and all obligations of BrainPOP hereunder, and thereafter to collect any amount due.

C. Revision to Subscription Fees. BrainPOP UK Ltd. reserves the right to change the amount of, or basis for determining, any fees or charges for BrainPOP’s service, and to institute new fees or charges effective upon prior notice, by posting such changes on the Website, and by sending e-mails to members.

D. Account Termination. Requests should be sent by e-mail to Customer Service at info@brainpop.co.uk.. Members who have pre-paid for an annual membership will not be given a refund for the unused portion of their membership.

E. Payment Options. BrainPOP accepts Visa, MasterCard, American Express and Purchase Orders.

F. Billing Security. BrainPOP UK Ltd. uses Secure Sockets Layer technology that sends User’s credit card data to its computers in encrypted code.

G. Subscriptions paid by credit card will be renewed automatically each year on the anniversary of subscription. Credit cards will be charged automatically. To cancel automatic renewal, please send an email to info@brainpop.co.uk.

Termination and Effect of Termination.

a. Termination. BrainPOP UK Ltd. may terminate this Agreement immediately if: (i) the underlying Subscriber Agreement is terminated in accordance with its terms; (ii) User violates this Agreement; (iii) BrainPOP Ltd. believes in good faith that User's conduct violates or may violate applicable law; or (iv) BrainPOP UK Ltd. believes in good faith that the conduct of User is harmful to the interests of BrainPOP UK Ltd. or other subscribers or users.

b. Effect of Expiration or Termination. Upon expiration or prior termination of this Agreement, and except for the continuing uses permitted described above, all rights granted herein shall terminate and revert to BrainPOP UK Ltd. and all access to and use of Product, the Website and the Content must cease.

User Warranties.

By accessing the Product and/or the Website and/or using the Content, User warrants as follows: (i) User will comply with the Agreement, as it may be amended pursuant to sections above; (ii) any materials User may merge with the Content, as permitted by this Agreement, do not and will not contain any libelous, unlawful or infringing materials or content, and will not infringe upon any party's proprietary rights, including but not limited to statutory or common-law copyright, trademark and right of privacy; (iii) the Product and the Content shall not be modified or altered under any circumstances; (iv) all copyright, trademark and proprietary notices included with, attached to or embedded in the Product or the Content will be maintained without modification, obstruction or deletion, including but not limited to proper attribution to BrainPOP UK Ltd. as the owner of the Product and the source of the Content; and (v) all Log-In Information shall be maintained confidentially.

Disclaimer Of Warranties; Limitation of Liability.

THE PRODUCT AND THE CONTENT ARE PROVIDED AS THEY APPEAR, AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. BRAINPOP UK Ltd. DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE PRODUCT OR THE CONTENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRAINPOP UK Ltd. OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF BRAINPOP UK LTD’S OBLIGATIONS HEREUNDER, AND USER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. LIABILITY FOR ALL CLAIMS ARISING HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY SUBSCRIBER TO BRAINPOP UK LTD. UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL BRAINPOP UK LTD. BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER DAMAGES.

Indemnification

You agree to indemnify, defend and hold harmless BrainPOP UK Ltd., its affiliates and suppliers from any liability, loss, claim and expense (including attorneys' reasonable fees) related to (i) your violation of this Agreement, and (ii) your posting of material to this Website.

Miscellaneous

This Agreement and the resolution of any dispute related to this Agreement or the site shall be governed by and construed in accordance with the laws of New York, without giving effect to any principles of conflicts of law. BrainPOP UK Ltd's failure to insist upon strict enforcement of any provision of this agreement shall not be construed as a waiver of any provision or right. Any legal action or proceeding between BrainPOP and you related to this agreement shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York, New York BrainPOP is a trademark of BrainPOP UK Ltd. All other trademarks are the property of their respective owners.

Restrictions on the Use of Material

The materials on the Website are owned or licensed by BrainPOP UK Ltd, and are protected by various laws, including trademark and copyright laws. No material may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, but members may download or print copies of the materials for personal, non-commercial home use only, provided that they maintain all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose (including the use of any such material on any other website or networked computer environment) is a violation BrainPOP UK Ltd's copyright and other proprietary rights, or the copyright and other proprietary rights of third parties with whom BrainPOP UK Ltd. has contracted for the right to such materials. Any unauthorised use of these materials may subject you to civil liability and criminal prosecution under applicable laws. Unless otherwise specified, all trademarks, service marks and trade names are proprietary to BrainPOP UK Ltd. In the event you download software from BrainPOP, the software, including any files, images incorporated in or generated by the software and data accompanying the software (collectively, the "Software"), are licensed to you by BrainPOP. BrainPOP, or our contract partners, does not transfer title to the Software to you. BrainPOP, or our contract partners, retains full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse-engineer or disassemble the Software.

Submissions

BrainPOP UK Ltd. welcomes your submissions. If you send us creative suggestions, ideas, notes, stories, messages, narratives, drawings, concepts, or other information or content ("Submissions"), the Submissions will be deemed, and shall remain, the sole and exclusive property of BrainPOP, and BrainPOP will be entitled to the unrestricted use of the Submissions for any purpose whatsoever, without compensation to you. None of the Submissions shall be subject to any obligation of confidence on the part of BrainPOP UK Ltd, and BrainPOP UK Ltd shall not be liable for any use or disclosure of any Submissions. Without limiting the generality of the foregoing, BrainPOP shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature throughout the World, and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise.

Jurisdictional Issues

BrainPOP makes no representation that materials on BrainPOP are appropriate or available for use in all locations. Those who choose to access BrainPOP do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from BrainPOP is further subject to United States export controls. No software from BrainPOP may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.