1. This web page represents our Terms of Service regarding the Kubicle website, located at kubicle.com, and the tools we provide you (the “Website” or the “Service”). It was last posted on May 24th 2018. These Terms apply to both paid Services ordered by you, as well Services provided to you for trial or evaluation purposes.

2. Throughout these terms, “we” and “our” as used in this Agreement refer to Virtuoso Learning Limited (trading as Kubicle). This Agreement is entered into between Virtuoso Learning Limited (“Virtuoso”) and you (the “Customer”, “you” or “your”).

3. 1. By using the Website and its Services (starting from the “Commencement Date”) you acknowledge that you have read, understood and agree with the Terms of Service and the Privacy Policy.

3. 2. These Terms of Service are used in conjunction with the your Terms of Sale, when applicable. In the event of any conflict or inconsistency between the terms of this Agreement, the Privacy Policy and the Terms of Sale, the terms of your Terms of Sale shall prevail, followed by the Terms of Service.

1. The individual trial period will be for seven (7) days from the date you activate the Trial, while the enterprise team trial period will be for fourteen (14) days from the data of activation. At the end of the trial period, you will no longer have access to any data you entered into the Service and any organization of such data you made using the Features will be lost unless you upgrade to a premium account prior to the expiration of the Trial period. Virtuoso may terminate the trial at any time and reserves the right to make any modifications to the Features.

2. In consideration of any License Fees paid by you to Virtuoso, and subject to your Terms of Sale, Virtuoso grants you and your Users a limited number of revocable, non-exclusive licenses to access and enjoy use of the Services for the License Term.

1. You shall promptly notify Virtuoso in the event there is a breach of security or any unauthorised use of the Login Details of any of its Users.

2. Where a User leaves the employment or agency of your organization, it is your responsibility to remove that User’s access to the Services. Virtuoso will provide you with reasonable assistance in removing the access of such a User.

3. Each party represents and warrants to the other party that it has the authority and capacity to enter into and be bound by this Agreement.

4. You agree to indemnify and hold Virtuoso, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and legal fees) from any claim or demand made by any third party due to or arising out of:

4. 1. Use of the Services by you or your Users in breach of the terms of this Agreement, or the infringement by you or your Users of the rights of any person or entity in connection with the Services; or

4.2. Use of or access to the Services and the Website where such use was made using the Login Details of one of your Users, except to the extent that such damages, liabilities and claims are directly attributed to the acts, omissions or negligence of Virtuoso.

1. You acknowledge and agree that all Content provided on the Website or through the Services, or made available to you in any way, or, presented to you by Virtuoso, is property of Virtuoso and is protected by copyright, trademarks and other applicable intellectual property rights. You and your Users shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and except as expressly permitted herein, shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or other proprietary rights without the express prior written consent of Virtuoso.

2. You fully acknowledge and understand that by agreeing to this Agreement, you are being granted a limited, revocable license to view the Content on the Website. For the avoidance of doubt, aside from the limited license outlined above, no rights (including intellectual property rights) of any kind in the Content of the Website or the Services are transferred or granted to you.

3. The sharing of individual Login Details between multiple Users is strictly prohibited. Virtuoso tracks User activity in order to ensure that multiple Users are not using the same Login Details. When this occurs, Virtuoso reserves the right to terminate this Agreement immediately.

1. Each license granted to use the Services is unique and personal to the User who is designated by you. It is prohibited to transfer or reallocate licenses to use the Services from one User to another User.

1. Each party agrees that it shall not use for any purpose or disclose to any third party any Confidential Information of the other party without the express written consent of the other party. Each party agrees to safeguard the Confidential Information of the other party against use or disclosure other than as authorised by or pursuant to this Agreement through measures, and exercising a degree of care at least to the extent that it exercises in the safeguarding the confidentiality of its own proprietary information, but no less than a reasonable degree of care under the circumstances.

2. Each party acknowledges that the wrongful use or disclosure of Confidential Information of the other party may result in irreparable harm for which there will be no adequate remedy at law. In the event of a breach by the other party or any of its officers, employees or agents of its or their obligations, the non-breaching party may immediately terminate this Agreement without liability to the other party, and may bring an appropriate legal action to enjoin such breach, and shall be entitled to recover from the breaching party reasonable legal fees and cost in addition to other appropriate relief.

1. This Agreement shall be for the Term.

2. Without prejudice to any of Virtuoso’s other rights and remedies, Virtuoso reserves the right, in its sole and absolute discretion, to take any action that it deems necessary and appropriate including, without limitation, suspending wholly or partly, temporarily or permanently, your (or your Users) use and/or access to the Website and/or the Services, in the event it considers that there is a breach or threatened breach of this Agreement.

3. Virtuoso shall have the right to terminate any User’s account or license with the Website with immediate effect in the event that you, your User or any party using a User’s Login Details commits a breach of this Agreement.

4. On termination of a User’s account or license with Virtuoso for any reason:

4.1. the User’s right to use the Services shall cease forthwith and the license granted under this Agreement to use the Services shall cease forthwith;

4.2. Virtuoso shall be entitled to be paid all sums due and unpaid in respect of a given license; and

4.3. these terms shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination.

5. Virtuoso shall have the right to terminate this Agreement with immediate effect where:

5.1. You fail to pay your agreed License Fees;

5.2. You commit a breach of this Agreement which it does not remedy within 14 days of being notified of the breach; or

5.3. You or your Users infringe on the intellectual property rights of Virtuoso.

6. You shall have the right to terminate this Agreement with immediate effect where:

6.1 Virtuoso commits a material breach of this Agreement which it does not remedy within 14 days of being notified of the breach; or