Last modified: March 11, 2025

Preamble

This document defines the terms of use of the software as a service and related mobile application offering EdTool, a content creation tool and learning platform provided by Learnetic.

In addition to these Terms of Use, our Privacy Policy and Cookies Policy , which are an integral part of these Terms of Use, describe how we process personal data that we may collect when you or the person you represent uses the EdTool platform or mobile application, and how we protect your privacy.

If you are registering to use the EdTool System on behalf of your child or as a legal representative of a child , the only Functional Plan that the child you represent may use in the EdTool System is the Learner Plan described in Section 4, and such child is considered to be only a learner for the purposes of the EdTool System. In such case, his or her access to the functionality of the EdTool System is limited solely to the functionality of the learning space, consisting primarily of the ability to use content provided by the Lead Educator or other content provided by the Organization to which the child belongs, without the ability to create or further share content. In such case, your rights and obligations and the rights and obligations of the child you represent are limited to the clauses relating to the functionality of the learning space of the EdTool System (i.e. access to and use of content), and not to the clauses relating to payment or the ability to create content using the EdTool System. For the avoidance of doubt, simply registering with the EdTool System and using only a Learner Plan does not entail any obligation to pay fees to Learnetic and merely enables a child to use a limited range of functionality specific to that role.

These Terms of Use constitute an agreement between you, an individual or entity, and Learnetic SA as licensor, as defined below, effective as of the date you create an account on the EdTool platform or its associated mobile application (the “Effective Date”).

By using the EdTool platform or its mobile application, you agree to these Terms of Use. If you do not agree to the terms of use set forth in these Terms of Use, do not use the EdTool platform or its mobile application.

If you or the Organization you are associated with has entered into a separate Enterprise Agreement with Learnetic, your use of the EdTool System will be governed by that Agreement and the documents incorporated therein.

1. Definitions

“Account Administrator” means the administrator of your Platform account, if applicable, designated by your Organisation.

“Activation Code” means a code, number or other activation method provided or sold by Learnetic or its channel partner that enables access to a free or paid Functional Plan.

“Agreement” is a collective term that includes these Terms of Use and, if applicable, the Enterprise Agreement.

“Application” means the mobile applications associated with the Platform.

“Audience” means users whom you have invited for cooperation or whom you have shared your User Content with, under the Functional Plan you use.

“Consumer” means a natural person who subscribes to or uses the EdTool System solely for personal purposes not directly related to his or her business or professional activity.

“EdTool System” means the Platform and/or Applications, including software, that you use or subscribe to under these Terms of Use.

“Enterprise Agreement” means the separate agreement entered into by Learnetic and your associated Organization, if applicable.

“Functional Plan” means a set of specific features and functionality within the EdTool System available as part of a purchased subscription or as a result of an invitation (e.g., through the use of an Activation Code or user import) from another EdTool System user or Organization. A description of the available features and functionality within a given Functional Plan can be found on the Learnetic Websites (including, without limitation, in the pricing sections for each Functional Plan) and in their brief descriptions in Section 4 of these Terms of Use.

“Lead Educator” means a user of the EdTool System who, among other things, has the ability to invite Learners and other users of the EdTool System to join the learning space of their Platform account and grant them access to their User Content.

“Learner” means a user of the EdTool System who has been invited by a Lead Educator, Account Administrator or Organization to join a learning space in the EdTool System, where the functionality of such space is limited to the ability to access and use the Lead Educator’s User Content or other content provided by the Organization, without the ability to create or share content.

“Learnetic” means LEARNETIC SA, a joint-stock company registered in Poland with its registered office at ul. Azymutalna 9, building B1, 80-298 Gdańsk, entered into the register of entrepreneurs of the National Court Register maintained by the District Court of Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register under KRS number 0000367973, REGON: 221121155, NIP 584-27-05-459.

“Learnetic Marks” means all of Learnetic’s trademarks, trade names, logos, domain names and any other identifying features of Learnetic and its products.

“License” means the license granted to you in accordance with Section 3 of these Terms of Use.

“Organization” means the organization with which you are affiliated, such as your school, university or company.

“Platform” means the EdTool platform from Learnetic, operating in the SaaS (Software as a Service) model, which offers, among other things, a tool for creating electronic tests and interactive lessons, sharing the created educational materials with learners, monitoring their results, as well as for integration with other educational tools and platforms, and/or other functionalities depending on the selected Functional Plan.

“Subscription Period” means the duration of availability of a specific Functional Plan.

“Trial Version” means access to partial functionality of the EdTool System or to a Functional Plan for a specified period of time without payment or at a reduced price.

“User Content” means content and data that you create or submit to the EdTool System, including: assignments, tests, photos, videos, text, messages, information, your username(s) or nickname(s), user feedback, your responses to open questions, and any other content.

“Websites” means the Learnetic websites, including: edtool.com, learnetic.com.

2. License to use

The EdTool system is the property of Learnetic and is protected by copyright and other intellectual property laws and treaties. Learnetic grants you a limited, non-exclusive, revocable license to use the EdTool System within the scope of the Functional Plan for which you have registered or purchased a subscription, in accordance with the Agreement (the “License”). 

You acknowledge that Learnetic does not transfer to you any right, title or interest in the EdTool System, and you do not acquire any rights, except for the rights expressly set forth in the Agreement. In our Free Functional Plans or Paid Functional Plans for Education, the License permits use of User Content solely within the scope of the EdTool System. If you wish to use User Content for commercial purposes outside of the EdTool Systems, you must purchase a Paid Functional Plan for Business or enter into an Enterprise Agreement with us. For more details, see Section 4 on Functional Plans. 

All Learnetic trademarks or Marks displayed on the EdTool Systems are the exclusive property of Learnetic or its licensors. These Terms of Use do not grant you any rights to use any Learnetic trademark or Marks for any purpose, whether commercial or non-commercial. 

Learnetic reserves the right to update and/or change the functionality of the EdTool System at any time. You may be notified of updates regularly via the email address registered to your EdTool System account or via the notification system in the Application or on the Platform.

3. Permitted Uses and Account Control

3.1 Ways of use

The functionality of the EdTool System varies depending on the Functional Plans you have registered for, subscribed to, or been enabled for (e.g., via import or use of an Activation Code) and your role within a given Functional Plan. Details regarding the different Functional Plans are available on our Websites (including in the pricing sections of the individual Functional Plans). You agree to use the EdTool System only within the scope and for the purposes for which it was intended, in accordance with the Agreement and applicable law. If you use the EdTool System in violation of the Agreement or applicable law, we may terminate your account and/or suspend your use of the EdTool System.

3.2 Controlling your account

To access the EdTool System, you may be asked to provide certain information about yourself (such as email address, contact details, etc.) as part of the registration process or as part of your ability to use our services. Your account is personal and intended solely for your use, whether for private or professional purposes, and may not be shared with or used by any other person. As such, you are responsible for all activities that occur under your account(s). You must maintain control over your account and not disclose your password or any payment details (if any) associated with your account to anyone. Use of a personal account by more than one person will result in automatic account closure or downgrading to a Free Functional Plan (if available).

You represent and warrant that the information you provide when registering your account is accurate and that you will not provide false personal information in connection with your use of the EdTool System. You further acknowledge that Learnetic cannot guarantee the accuracy of any information submitted by any user or the identity of any user who chooses to use the EdTool System. 

We are not obligated to verify the identity of any user of the EdTool System. You must immediately notify our customer support team of any possible unauthorized use of your account, credentials, or any security incident related to the EdTool System. We may close or suspend your account to protect you, Learnetic, or our partners from identity theft or other suspicious activity. 

3.3 Taking control of your account

If (a) when purchasing or ordering the EdTool System you use an email address that is associated with an Organization with which you are affiliated (e.g., an employer or school), you represent that you have the right to use the email address with the domain of that Organization to enroll in the Functional Plan as a member of that Organization, or (b) if you are a Learner invited by your Lead Educator, or (c) if you are registered in the EdTool System as a result of an invitation or an Activation Code used by your Organization, your Organization or your Lead Educator may take control and manage your use of the EdTool System or parts thereof. In such a case, your Organization’s designated Account Administrator or your Lead Educator may (i) control and administer your account, including modifying and terminating your access, and (ii) access and process your data, including your User Content. 

Learnetic may notify you that your associated Organization or your Lead Educator has gained control of your EdTool System account, but Learnetic has no obligation to provide such notice. If your Organization or your Lead Educator administers your use of the EdTool System, please direct your requests for your personal information and privacy inquiries to your Account Administrator or your Lead Educator. If your Organization or your Lead Educator does not administer your use of the EdTool System, please direct your requests for your personal information and privacy inquiries to Learnetic by contacting us at iod@learnetic.com .

4. Functional Plans

The EdTool System is available under various Functional Plans. Our Websites contain descriptions of the available Functional Plans, which can be divided into the following categories:

A. Learner Plan: This plan, which is a fragment of the functionality of the other Functional Plans described below, provides only limited access to the EdTool System, consisting mainly of using the functionality of the educational space of the EdTool System with the ability to access and use the User Content provided by the Lead Educator, without the ability to create or further share content by the Learner.

B. Free Functional Plans : Our free functional plans offer access to a limited set of diverse features available in the EdTool System to give you an idea of their capabilities. Free Functional Plans may be used for non-commercial purposes only.

C. Paid Functional Plans for Education: Our paid functional plans for education provide access to more features and functionality, but impose certain restrictions on the commercial use of User Content. They are permitted for use in professional environments such as education, training, testing, exams, surveys, and events, provided that your Audience accepts and complies with the Agreement. However, you may not export outside of the EdTool System functional scope and then sell, license, or transfer any rights to User Content created using the EdTool System under the Paid Functional Plans for Education. The features and functionality available under the Paid Functional Plans for Education depend on the type of plan and the role within that plan. Each plan may have restrictions on the number and types of user roles, the number of licenses per role, and the size of the Audience.

D. Paid Functional Plans for Business: Our paid functional plans for business provide access to even more features and functionality. They are permitted for use in professional and commercial environments, such as businesses, publishing houses, schools, universities, trainings, tests, exams, surveys, and other events, provided that your Audience accepts and complies with the Agreement. With Paid Functional Plans for Business, you or your Organization may export Your User Content outside of the EdTool System functional scope, and then share, distribute, license, and charge your customers for its use. The features and functionality available with Paid Functional Plans for Business depend on the type of plan and the role within that plan. Each plan may have restrictions on the number and types of user roles, the number of licenses per role, and the size of the Audience.

The functionality of the EdTool System varies depending on the Functional Plan you use, and the content and features of a given Functional Plan may vary depending on the date of registration. Details regarding the different Functional Plans are available on our Websites (including in the sections regarding the price lists of the individual Functional Plans).

5. Payments, changes to Functional Plans and cancellation of subscription

5.1 Where to buy the EdTool System

Paid Functional Plans may be purchased directly from the Learnetic Websites, through third-party companies or individuals, or through an Enterprise Agreement with Learnetic. This Section 5 of the Terms of Use applies if you have signed up for one of our Paid Functional Plans directly from us through our Websites. If you have purchased one of our Paid Functional Plans from a partner or through an Enterprise Agreement, your use of the EdTool System to the extent described in this Section 5 will be governed by separate terms that the vendor or your Organization will provide to you.

5.2 Payments and Subscription Periods

All Paid Functional Plans are payable in advance for each Subscription Period, are non-cancelable and, to the extent permitted by applicable law, non-refundable. You will be charged before access to your Paid Functional Plan is granted. At the end of the current Subscription Period, your Paid Functional Plan will automatically renew and you will be charged for the next Subscription Period in accordance with your payment information on file, unless you cancel your subscription earlier in accordance with Section 5.4 of the Terms of Use.

Please see the sections “Consumer right of withdrawal” and “Cancellation of subscription” below to learn how to terminate your Paid Functional Plan or cancel its automatic renewal.

If you do not pay for your Paid Functional Plan on time, Learnetic reserves the right to suspend your account or remove the features and functions available in the Paid Functional Plans.

5.3 The consumer’s right to withdraw from the contract

This section 5.3 of the Terms of Use applies only to Consumers. If you are a Consumer, you can cancel your Paid Functional Plan purchased by you within 14 days from the date of activation of the subscription, depending on the country and jurisdiction. If you wish to exercise your right to withdraw from the contract, send us your decision to withdraw within 14 days from that date. The burden of proof of timely notification of your intention to withdraw lies with you. Therefore, you should send your declaration of withdrawal in writing to Learnetic’s address indicated in the User Terms, via e-mail to sales@learnetic.com. 

Before exercising your right of withdrawal, you may use the Functional Plan you have ordered to test its features or functions, and we cannot charge you any fees for exercising your right of withdrawal and we will refund all payments made to Learnetic for the EdTool System without undue delay.

5.4 Cancelling your subscription

If you do not wish to renew your Paid Functional Plan for another Subscription Period, you have the right to cancel the automatic renewal of your Paid Functional Plan before the end of the current Subscription Period. You may cancel the automatic renewal by visiting the Billing & Subscription section of your EdTool System account. Any cancellation of a Paid Functional Plan will be effective on the first day after the last day of the current Subscription Period. Upon cancellation, (i) your access to features that are only available with Paid Functional Plans will be terminated, (ii) your access and the access of your collaborators or Learners (if applicable) to User Content created in your Edtool System account will be terminated, and (iii) your User Content may be permanently deleted by Learnetic. 

Upon cancellation, your Paid Functional Plan may be automatically downgraded to a Free Functional Plan (if available).

5.5 Change of Functional Plans

You may upgrade your current Functional Plan subscription to a different Functional Plan at any time. If you downgrade your subscription to a lower Functional Plan level, the downgrade will take effect the day after the last day of the current Subscription Period. If you upgrade your subscription to a higher Functional Plan level, the upgrade will take effect immediately, provided you pay the applicable upgrade fee.

The upgrade fee will be calculated, on a pro rata basis, for the period remaining until the end of the current Subscription Period, and the fee for the unused period of the current Functional Plan will be credited to you towards the upgrade payment to the new plan. The newly selected upgraded Functional Plan will be valid for subsequent Subscription Periods.

5.6 Price changes and new Functional Plans

Learnetic may change the price of Paid Functional Plans. If such a price change applies to you, it will not apply until the beginning of the next Subscription Period. Your continued use of the EdTool System constitutes your acceptance of the price change. If you do not agree to the price change, you have the right to reject the change by canceling your subscription before the next Subscription Period renews. 

We do not provide any refunds if the price for a given Functional Plan decreases or if we offer a later promotional price or change the content or features of a given Functional Plan.

Learnetic may decide to change or replace our Functional Plans. If the Functional Plan you have subscribed to is changed or replaced, your subscription will automatically be the Functional Plan that corresponds to the price of your original plan, unless you choose to upgrade your subscription.

5.7 Trial versions

We may, at our sole discretion, offer you a Trial. We reserve the right to revoke a Trial and suspend your account if we determine that you are not eligible for such an account. Separate terms may apply to your use of the EdTool System as part of a Trial, including limitations on available features or areas of use.

For some Trials, we may require you to provide payment details to start the Trial. In such cases, your Trial will automatically be converted into a paid subscription to the selected Functional Plan from the first day after the end of the trial period. We will use the payment details you provided when starting the Trial to collect payment. If you do not wish to continue using the selected Functional Plan on a paid subscription basis, you must cancel your subscription before the end of the trial period in accordance with the rules set out in Section 5.4.

5.8 Activation Codes

If you have accessed your EdTool account via an Activation Code, separate terms provided with such Activation Code may apply to your access to a Functional Plan, and by choosing to use the EdTool System, you agree to be bound by such terms. Activation Codes obtained or purchased from third parties are subject to the return policies of such third parties. Learnetic is not responsible for the policies of such partners.

5.9 Taxes

Prices listed for Functional Plans may not include sales or value added tax, and applicable tax may be calculated and added at the time of payment transaction, depending on your country or location of purchase. Applicable tax may not be visible to you until you receive confirmation of purchase. In some countries or jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of purchase.

6. User Content

6.1 Use of User Content by Audience

If the specific Functional Plan you have subscribed to and your role therein allows, you may share User Content with your Audience by providing them with appropriate private links, access codes, or by using the Platform or App notification systems. Depending on the Functional Plan you have subscribed to, you may or may not be able to export User Content outside of the EdTool System.

6.2 Processing of User Content by Learnetic

We will store all data you submit to the EdTool System, including any User Content, in a secure location and process it solely for the purpose of providing services related to your and your Audience’s use of the EdTool System.

You hereby grant Learnetic permission to access, process, store and display your User Content to the extent necessary to: (a) provide, maintain, update and develop the EdTool System, including developing new features and services in connection with the EdTool System; (b) prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted by you.

Upon termination or expiration of the Agreement, or as otherwise set forth in the Learnetic Privacy Policy, you and your Audience will lose access to all of your User Content.

6.3 Your Responsibility for User Content

You represent and warrant that with respect to User Content or other content you create, upload, post or make available on the EdTool System:

a)   you have all rights necessary to upload such content to the EdTool System and grant the above permission to Learnetic;
b)   you have all rights necessary to use such content and provide your Audience with access to it;
c)   such content or its use by Learnetic or your Audience does not violate the Agreement, applicable law, or the intellectual property rights (including, without limitation, trademark, patent, trade secret, copyright or other proprietary rights of third parties), privacy, confidentiality or other rights of any person or entity;
d)   such content does not include material that is unlawful, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist or contains any similarly inappropriate or vulgar language;
e)   such content does not contain any type of pornographic content, does not exploit minors, does not depict illegal acts or extreme violence, does not depict animal abuse or extreme violence towards animals;
f)     such content does not include sales activities, advertising or promotions, products or services of an unlawful nature. 

You are solely responsible for all User Content and any other content that you create, upload, post, share or publish on the EdTool System. Learnetic does not endorse or guarantee the accuracy of such content or any opinion contained therein. 

6.4 Your responsibility for using content generated by Artificial Intelligence (AI)

The EdTool System uses generative AI technologies to assist you in creating content. You acknowledge and agree that current AI technologies, including those used by the EdTool System, use experimental technology that has not been subjected to comprehensive testing. As a result, any content generated by them may not be consistent with their intended use, may contain potential inaccuracies, or may not comply with the principles and restrictions described in Section 6.3. Learnetic is not responsible for such content or the consequences of their use. Accordingly, you should pay particular attention to content proposed by AI functionality used in your Functional Plan. It is your responsibility to verify whether such content in any way violates the principles described in Section 6.3, and if so, it is your responsibility to remove or modify it in a manner that eliminates the potential violations or risks.

The AI functionality used by the EdTool System is merely supplementary to their general functionality, and its use is not required to use the EdTool System. You are under no obligation to use these features. Their use is solely at your own discretion or in accordance with the policies in force in your Organization.

6.5. Blocking or Removing User Content

We do not monitor any User Content, whether yours or other users of the EdTool System. However, if, regardless of how we learned of it, we become aware of any User Content posted by you that is illegal, prohibited, infringes third party copyrights or trademarks, or otherwise violates these Terms of Use, we will request that you remove it immediately. If you do not comply with our request to remove it, we will have the right to block or remove such content ourselves.

If you publish content of an obviously drastic nature, or if you persistently fail to comply with these Terms of Use, we also reserve the right to unilaterally and immediately, without prior notice, restrict, block or delete your account, as well as to terminate the Agreement, remove your User Content in its entirety and comply with the provisions of the law (i.e. retain your User Content that violates the law and report it to the relevant public authorities).

The user of the deleted account who does not comply with the Terms of Use, in particular by publishing illegal and prohibited content, will not be entitled to request any amounts as a refund for purchased licenses. Additionally, if you publish User Content that violates the Terms of Use and which we decide to delete, you hereby consent to such deletion and to waive any claims against us in this respect.

6.6 Reporting Abuse of User Content

If you believe that any content does not comply with our standards outlined in these User Terms, we invite you to report it to us at service@learnetic.com .

7. Processing of personal data

Please review our Privacy Policy to learn how we process personal data we may collect when you use the EdTool System and how we protect your privacy.

8. Term and termination

The Agreement will remain in effect for as long as you use or have access to the Functional Plans. Expiration or cancellation of the Paid Functional Plans will not automatically terminate the Agreement, which will remain in effect for as long as you have access to the Free Functional Plans (if any) or until you notify us of your decision to terminate it.

Learnetic may terminate the Agreement or suspend your access to the EdTool System at any time in the event of actual or suspected unauthorized use of the EdTool System or failure to comply with the Agreement. Learnetic may also terminate the Agreement if you or the Organization within which you use the EdTool System does not have an active Paid Functional Plan subscription.

If either you or Learnetic terminate the Agreement or if Learnetic suspends your access to the EdTool System in accordance with the Agreement, you agree that Learnetic will have no liability to you and Learnetic will not refund any amounts you have already paid, to the fullest extent permitted by applicable law.

Any Licenses granted to you for the EdTool System that are not terminated upon expiration of your Functional Plan will terminate upon termination or expiration of the Agreement. Unless we agree otherwise, Learnetic may terminate your Free Functional Plan or Trial at any time in its sole discretion. Sections of the Agreement that expressly or by their nature must survive termination will survive termination. 

9. Technical conditions, availability of the EdTool System, technical support and exclusion of liability

9.1 Technical conditions for using the Platform

To use the EdTool System, you must have a computer or mobile device with an active Internet connection and an active email account. The costs associated with access to the Internet are borne by the user. For the proper operation of the Platform, you must have a current version of one of the following web browsers: Google Chrome, Mozilla Firefox, Opera, Safari, Edge, and for the operation of the Application, you must have a mobile device with a current Android or iOS operating system.

9.2 Warranty and availability

Learnetic represents and warrants that we will provide the services related to your use of the EdTool System in a manner consistent with general industry standards that apply to the provision thereof, and that we have all rights, licenses, consents and authorizations necessary to grant the rights and licenses granted in the Agreement. We warrant that the EdTool System will operate substantially in accordance with the description of the EdTool System as set forth on our Websites. 

For all Functional Plans, we will use commercially reasonable efforts to make the EdTool System available 24 hours a day, 7 days a week, excluding planned downtime. We will notify you in advance of any planned downtime that could result in an extended downtime. In situations where we believe there is a reasonable risk to the security of EdTool System users’ data, Learnetic may take any action it deems appropriate to protect its security, including, without limitation, blocking user accounts or temporarily suspending the operation of the EdTool System.

You acknowledge that the EdTool System is software of such complexity that it may contain certain latent errors or defects at the time of delivery. In the event that any such latent errors or defects are noticed, Learnetic will be obligated to provide corrections to such errors so that the EdTool System will operate in accordance with the descriptions given on our Websites.

In the event of a breach of our obligations under this Section 12, Learnetic, at its sole expense, will (i) use reasonable efforts to remedy such non-conformity and, if remedy is not reasonably possible, (ii) replace all non-conforming areas of the EdTool System with areas that most closely conform to such obligations. Learnetic makes no other warranties than those set forth in the Agreement.

9.3 Technical support

If you notice any error or irregularity in the functioning of the EdTool System, you can report it by describing the problem and sending a message to service@learnetic.com . If you are looking for help using the EdTool System, you will find it in the relevant sections of our Websites or in the help and support sections directly on the Platform or in the Application. Learnetic will regularly update the EdTool System to be compatible with new versions of operating systems and/or web browsers.

9.4 Disclaimer

Learnetic shall not be liable for any breach of the above warranties if such breach is caused by: a)   hardware, software or other components that are not part of the EdTool System; b)   errors or problems caused by or contributed to by hardware, software or other components not supplied by Learnetic, including any modifications made by you or any third party; c)   errors or problems caused by your failure to comply with this Agreement; d)   if you have failed to implement or refused to implement any update, change, patch or similar that would have prevented the error or problem; and e)   errors or problems caused by third parties not acting on Learnetic’s behalf with respect to changes to the EdTool Systems. 

10. Limitation of Liability

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LEGAL PROVISIONS, LEARNETIC IS EXCLUDED FOR ANY CONSEQUENCES RELATED TO THE USE OF THE EDTOOL SYSTEM, INCLUDING FOR DAMAGES ARISING FROM THE USE OR INABILITY TO USE IT, IN PARTICULAR FOR DAMAGES ARISING FROM DEFECTS IN THE SOFTWARE PROVIDED BY LEARNETIC. THE ABOVE EXCLUSION OF LIABILITY SHALL ALSO APPLY AFTER TERMINATION OR EXPIRATION OF THE AGREEMENT, REGARDLESS OF THE METHOD OF TERMINATION OR EXPIRATION.

NOTWITHSTANDING THE FOREGOING , LEARNETIC’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO AMOUNTS PAID BY YOU TO LEARNETIC UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. NOTHING IN THE AGREEMENT SHALL EXCLUDE OR LIMIT LEARNETIC’S LIABILITY FOR FRAUD, INTENTIONAL OR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE AND, IF REQUIRED BY APPLICABLE LAW, GROSS NEGLIGENCE.

11. Protection against third party claims

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Learnetic and its affiliates and their officers, directors, managers, employees, donors, agents, and licensors from and against any and all claims and all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from: (1) your breach of the Agreement; (2) any User Content; (3) any activities that you or anyone using your account engages in on or through the EdTool System; and (4) your violation of any law or the rights of a third party. We reserve the right to assume the exclusive defense of any claim for which we are entitled to indemnification under these Terms of Use, in which case you will provide us with such cooperation as we reasonably request.

12. Other provisions

12.1 Entire Agreement

Except as expressly agreed in writing between you and Learnetic, the Agreement constitutes all terms and conditions agreed between you and Learnetic and supersedes all prior agreements relating to the subject matter of the Agreement, whether written or oral.

12.2 Invalidity of provisions and waiver

Unless otherwise provided in the Agreement, if any provision of the Agreement is held to be invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any way affect or render invalid or unenforceable the remaining provisions of the Agreement, and the application of such provision shall be enforced to the extent permitted by law. Any waiver by Learnetic, or any third party beneficiary, of the Agreement or any provision thereof shall not preclude Learnetic, or the applicable third party beneficiary, from continuing to enforce it.

12.3 Assignment

Learnetic may assign the Agreement, or any part of it, and delegate any of its obligations under the Agreement to third parties. You may not assign the Agreement, or any part of it, or transfer or sublicense your rights under the Agreement to any third party.

13.Changes to the Terms of Use

The most recent version of the Terms of Use is indicated by the version date at the top of these Terms of Use. We reserve the right to make changes to these Terms of Use. Changes may be made to incorporate new features, products or services, to comply with legal requirements or otherwise to better align these Terms of Use with our business. 

In the event of a material change to these Terms of Use, we will notify you by e-mail – to the e-mail address registered to your EdTool System user account, through the EdTool System notification system or on our official Websites (depending on the circumstances of such change). It is your responsibility to read any such notices carefully. Your continued use of the EdTool System after such changes have been made will constitute your acknowledgement and agreement to the revised Terms of Use. If you do not wish to continue using the EdTool System in accordance with the new version of the Terms of Use, you may cancel your Functional Plan or terminate the Agreement.

14. Court and applicable law

The Agreement shall be governed by Polish law without regard to conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods. Polish law shall apply to all matters relating to the use of the EdTool System and the purchase of products or services through the EdTool System. In addition, any action to enforce the Agreement shall be brought in courts located in Gdansk, Poland. 

You hereby consent to the jurisdiction of such courts and waive any jurisdictional or venue objections to such courts. The above provisions do not deprive the Consumer of the protection granted by the provisions of the law of the country of his habitual residence, which cannot be derogated from by agreement.