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PARTIES (1) LEARNING WITH PARENTS a registered charity (CIO) in England and Wales with charity number 1189812 whose registered office is Newminster House, Bristol, BS1 1LT (Company); (2) Your school or setting (School); WHEREAS (A) The Company has developed a programme to motivate and empower parents to engage in their child’s learning. (B) The School wishes to use the Company’s programme to help their children and families. (C) The Company has agreed to grant access to sections of its website to the relevant school staff and families. (D) The Company has agreed to provide and the School has agreed to pay for access to the Company’s website on the terms and conditions of this Agreement. IT IS HEREBY AGREED AS FOLLOWS 1. Definitions The definitions and rules of interpretation in this clause apply in this Agreement: • “Initial Price” is the price for the Initial Subscription Term. This is calculated by the “Price Calculation”. • “Initial Subscription Term” means the initial term which shall begin on the date this contract is entered into and end after one calendar year. • “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. • “Learning with Parents Package” means a section of the Company’s website personalised for the School that contains the Videos provided by the Company via the Website or any other website notified to the School by the Company from time to time. • “Ongoing Price” means the price for the applicable Ongoing Subscription Term calculated by the Company. This will be shared with the school at least 30 days prior to the renewal date. It is dependent on the number of classes whose parents or carers are offered access to the Learning with Parents Package, as reported by the School in accordance with clause 4.5 below. • “Ongoing Subscription Term” means the term which shall begin at the end of the previous Subscription Term and last for one year. • “Permitted Users” means the School’s current staff, and parents and carers of pupils currently at the School, in each case as at the applicable time of use. • “Price” means, in respect of the Initial Subscription Term, the Initial Price or the Ongoing Price, in respect of the applicable Ongoing Subscription Term. • “Price Calculation” means the value calculated using the formula agreed upon initial sign-up, or updated upon renewal. • “Subscription Term” means the Initial Subscription Term or the Ongoing Subscription Term, as applicable. • “Videos” means the videos provided within the Learning with Parents Package which consist of short clips of children explaining school techniques and are supported by related activities that parents can complete with their child. • “Website” means mathswithparents.com, learningwithparents.com, englishwithparents.com or any subdomain of those domains, as appropriate. 2. Learning with Parents Package In consideration of the School paying the applicable Price to the Company (in accordance with clause 5 below) the Company grants the School a nonexclusive, non-transferable, revocable licence to access, and to allow the Permitted Users to access, the Learning with Parents Package during the Subscription Term. 3. Company’s Obligations Subject to payment by the School of the Price (in accordance with clause 5 below), and compliance by the School with its obligations under clause 4 below, the Company agrees to: 3.1 provide the Learning with Parents Package to the School and use reasonable endeavours to ensure it can be accessed by the Permitted Users at all reasonable times. 3.2 work with the School to support increased parental engagement 4. School’s Obligations 4.1 provide the Company with such information and materials as the Company may reasonably require to supply the Learning with Parents Package and ensure that such information is accurate in all material respects; 4.2 ensure that only the Permitted Users use the Learning with Parents Package and that they do so inaccordance with the terms and conditions of this Agreement; 4.3 allow the use of the School’s name and logo on the Company’s website and marketing materials; 4.4 no later than 30 days prior to each Subscription Term, provide an accurate estimate of the number of classes whose parents or carers will be offered access to the Learning with Parents Package. 5. Payment 5.1 The Company shall invoice the School up to 30 days prior to the start of each Subscription Term, or earlier if requested by the School, in respect of the Initial price or Ongoing Price, as applicable. 5.2 The School agrees to pay each invoice submitted by the Company within 30 days of the date of the invoice to the account specified in the invoice. 6. Intellectual Property Rights 6.1 No part of the Website including but not limited to the Learning with Parents Package and Videos may be reproduced, distributed or transmitted in any form or by any means to anyone other than the Permitted Users without the prior express written consent of the Company. 6.2 The School acknowledges and agrees that the Company owns all Intellectual Property Rights in the Website, the Learning with Parents Package and the Videos and except as expressly stated herein, this Agreement does not grant the School any rights to or in such Intellectual Property Rights. 6.3 The School shall promptly give notice in writing to the Company in the event that it becomes aware of any infringement of any Intellectual Property Rights owned by the Company. 7. Termination 7.1 Without limiting its other rights or remedies each party may terminate this Agreement with immediate effect by giving written notice to the other party if: 7.1.1 the other party commits a material breach of its obligations under this Agreement and (if such breach is remediable) fails to remedy the breach within 30 days after receipt of notice in writing to do so; or 7.1.2 the other party’s financial position deteriorates to such an extent that its capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy. 7.2 Without limiting its other rights or remedies the Company may terminate this Agreement with immediate effect if the School fails to pay any amount due under this Agreement on the due date for payment. 7.3 If the Agreement is terminated pursuant to this clause 7 during a Subscription Term, there will be no refund to the School of the amount of any Price paid by the School in respect of that Subscription Term. 8. Renewal At the end of each Subscription Term, this Agreement shall automatically renew for one additional year as an Ongoing Subscription Term unless written notice of non-renewal is provided to the Company by the School at least 30 days prior to the expiration of the then-current Subscription Term. 9. Indemnity The School shall indemnify the Company for any loss suffered by the Company as a result of the School breaching its obligations under this Agreement. 10. Variation No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 11. Entire Agreement 11.1 This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 11.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. 11.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. 12. Assignments Neither party shall assign, transfer, subcontract, or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other party. 13. Counterparts This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 14. Third Party Rights This Agreement does not confer any rights on any person or party other than the parties to this Agreement and where applicable their successors and permitted assigns pursuant to the Contracts (Rights of Third Parties) Act 1999. 15. Governing Law This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 16. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.