CoBabble Terms of Services and End User License Agreement (“Agreement”)
Last updated: October 26, 2020
Please read this Agreement carefully before clicking the “I Agree” button, downloading, or using CoBabble.
This Agreement sets out the terms for use of the CoBabble Application. It governs our Content, Course & Content Creators (“Creators”) and our end users (“Users”). When we refer to “You”, we mean both our Creators and Users or just our Creators or our Users.
CoBabble is licensed to You by CoBabble Limited, located at 2nd Floor, 5 Cloughmore Terrace, Newry, Down BT34 3HP, United Kingdom (hereinafter: Licensor), for use only under the terms of this License Agreement.
By using the Application or downloading the Application from the Apple AppStore or Google Playstore, and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.
When referring to the “Application” or “application” this includes our website https://cobabble.com/ and also includes all of the subdomains and mobile applications which can be downloaded from the Apple AppStore or Google Playstore, and any update thereto (as permitted by this License Agreement). When referring to the infrastructure in this Agreement, we will be collectively referring to them as the “Application”.
The parties of this License Agreement acknowledge that Google Playstore and Apple Appstore are not a Party to this License Agreement and are not bound by any provisions or obligations with regard to the Application, such as warranty, liability, maintenance and support thereof. CoBabble Limited, not Apple or Google, is solely responsible for the licensed Application and the content thereof.
This License Agreement may not provide for usage rules for the Application that conflict with the latest App Store Terms of Service. CoBabble Limited acknowledges that it had the opportunity to review said terms and this License Agreement is not conflicting with them.
All rights not expressly granted to You are reserved.
- Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this End-User License Agreement:
- Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
- Application means the software program provided by the Company downloaded by You through an Application Store’s account to a Device, named CoBabble
- Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) by which the Application has been downloaded to your Device.
- Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to CoBabble UK Limited, 2nd Floor, 5 Cloughmore Terrace, Warrenpoint, BT34 3HP Northern Ireland.
- Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
- Country refers to: United Kingdom
- Device means any device that can access the Application such as a computer, a mobile phone or a digital tablet.
- Family Sharing / Family Group permits You to share applications downloaded through the Application Store with other family members by allowing them to view and download each others’ eligible Applications to their associated Devices.
- Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
- You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
- By clicking the “I Agree” button, downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not download, or do not use the Application.
- This Agreement is a legal document between You and the Company, and it governs your use of the Application made available to You by the Company.
- This Agreement is between You and the Company only and not with the Application Store. Therefore, the Company is solely responsible for the Application and its content. Although the Application Store is not a party to this Agreement, it has the right to enforce it against You as a third-party beneficiary relating to your use of the Application.
- Since the Application can be accessed and used by other users via, for example, Family Sharing / Family Group or volume purchasing, the use of the Application by those users is expressly subject to this Agreement.
- The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.
- Scope of License
- The Company grants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement.
- You may only use the Application on a Device that You own or control and as permitted by the Application Store’s terms and conditions.
- CoBabble grants You a limited, non-exclusive license to access and use CoBabble’s Application for your own personal and commercial purposes. This license is only for Your use and may not be assigned or sublicensed to anyone else, without CoBabble’s express written consent.
- You also agree that in exchange for this license You will not engage in any activity that would interfere with or damage or harm the Application.
- All rights not expressly granted by CoBabble are reserved.
- License RestrictionsYou agree not to, and You will not permit others to:
- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Application or make the Application available to any third party.
- Modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Application.
- Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.
- You may not copy (excluding when expressly authorised by this license and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the App Store Terms of Service, and any other terms and conditions that apply to the device or software used.
- You may not remove any intellectual property notices. You acknowledge that no unauthorised third parties may gain access to these copies at any time.
- Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
- The Licensor reserves the right to modify the terms and conditions of licensing.
- Nothing in this license should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with applicable third-party terms and conditions.
- You must not use content from the Application unless you have first obtained the permission of its owner or are otherwise authorized by law to do so.
- The Application also displays content provided by others that is not owned by CoBabble Limited. Such content is the sole responsibility of the entity that makes it available. The Company is therefore not responsible for the entries, information or content of the Application’s users.
- CoBabble Limited is not responsible for any actions you take with respect to your Content, including sharing it publicly.
- You are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Application for example if you’re using someone else’s work (including videos, podcasts, PowerPoints, PDFs, Quiz or Checklists.) in your Content, you must ensure you have the content owner’s permission to use it.
- You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using your account.
- You acknowledge that, in order to ensure compliance with legal obligations, Cobabble Limited may be required to review certain content submitted to the Application to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us).
- You agree that by uploading Your content to our Application, You are allowing Us to store Your Content.
- You indemnify CoBabble Limited and/or other users against any and all legal fees, damages and other expenses that may be incurred by us and/or other users as a result of a breach by you of the above Terms.
- Content Restrictions
You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
- Unlawful or promoting unlawful activity.
- Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
- Spam, machine – or – or randomly – – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
- Containing or installing any viruses, worms, malware, trojan horses, or other content that is 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 a third person.
- Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
- Impersonating any person or entity including the Company and its employees or representatives.
- Violating the privacy of any third person.
- False information and features.
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Agreement, refuse or remove any Content. For example CoBabble reserves the right to remove You and Your Content should Your Content contain material (determined, in our sole discretion) that is libelous, slanderous, pornographic, obscene, unlawful, threatening, defamatory, or otherwise objectionable or violates any party’s intellectual property or any other part of this Agreement. However, CoBabble Limited otherwise has no obligation to monitor or review any content submitted to the Services.
The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Application if You post such objectionable Content.
As the Company cannot control all content posted by users and/or third parties on the Application, you agree to use the Application at your own risk. You understand that by using the Application You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
- Intellectual Property
In operating CoBabble, it’s important for us to make it clear who owns what and who’s responsible for what. You are trusting us with your content and consistent with CoBabble’s genuine belief in transparency we want to make it simple for You to know exactly what You are getting into when You join the CoBabble community.
- The Application: including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company. The Company shall not be obligated to indemnify or defend You with respect to any third-party claim arising out of or relating to the Application. To the extend the Company is required to provide indemnification by applicable law, the Company, not the Application Store, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.
- CoBabble Content: Content on the Application, including all information, data, software, technology, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as “CoBabble Content”, and is and remains the sole property of CoBabble. CoBabble Content, including our trademarks, may not be modified by You in any way.
- Your Content: Content that You upload to the Application is and remains Your content. CoBabble does not claim any intellectual property rights over the materials You upload to the CoBabble Application by virtue of Your use of our services.
By uploading your content to CoBabble You agree that:
- CoBabble may review Your content for any reason, including compliance with our Code of Conduct and prohibited content requirements, but CoBabble has no obligation to review anything that You upload.
- You are uploading Your content to the CoBabble Application at Your direction and that CoBabble does not in any way certify or provide approval or permission prior to You uploading Your content.
- CoBabble may display Your content to other users (e.g. Your Students) via the CoBabble Application.
- You agree that by uploading Your content to Our Application, You are allowing Us to store Your Content.
- You agree to provide CoBabble with all necessary licenses, including a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use (e.g, to display or transmit) Your Content in furtherance of the CoBabble Services (In other words, because You own Your Content, You have to give Us permission to display it, or to use it for internal operational purposes, like storing it on Our servers).
- You are responsible for and own, or have the rights to use, all of Your Content
- You agree that Your Content does not infringe upon anyone else’s intellectual property rights and that you have secured or obtained or received all necessary rights and permissions, as necessary, from any third parties who may own the content.
- The Application
- CoBabble (hereinafter: Application) is a piece of software created to allow Businesses the ability to deliver learning and development content to users via the CoBabble App – and customized for Apple and Android mobile devices. It is used to deliver Learning and Development Content.
- Furthermore, it is used to allow users to complete checklists and Multiple-Choice Quizzes/Assessments/Inductions/Tests.
- The Application is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Application. You may not use the Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
- As part of the Services we provide, you may (if enabled) receive push notifications, text messages, alerts, emails, or other types of messages directly sent to you outside or inside the App (“Notifications”). You have control over the Notification settings and can opt in or out of these Notifications through the Services (with the possible exception of infrequent, important service announcements and administrative messages).
- Modifications to the Application
The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.
- Updates to the Application
- The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades, and other modifications.
- Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any features and/or functionalities of the Application to You.
- You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
- Maintenance and Support
The Company does not provide any maintenance or support for the download and use of the Application. To the extent that any maintenance or support is required by applicable law, the Company, not the Application Store, shall be obligated to furnish any such maintenance or support.
You can reach the Licensor at [email protected]
- Technical Requirements
- The Application requires a firmware version 1.0.0 or higher. Licensor recommends using the latest version of the firmware.
- Licensor attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
- You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Application satisfies the technical specifications mentioned above.
- Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
- Third-Party Services
- The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
- You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.
- You must comply with applicable Third parties’ Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ Terms and conditions.
- Term and Termination
- This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
- This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Device or from your computer.
- Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device.
- Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
- Licensor warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download.
- Licensor warrants that the Application works as described in the user documentation.
- You are required to inspect the Application immediately after installing it and notify CoBabble Limited about issues discovered without delay by e-mail provided in Product Claims. The defect report will be taken into consideration and further investigated if it has been mailed within a period of 30 days after discovery.
- If we confirm that the Application is defective, CoBabble Limited reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
- In the event of any failure of the Application to conform to any applicable warranty, You may notify the App-Store-Operator, and Your Application purchase price will be refunded to You. To the maximum extent permitted by applicable law, the App-Store-Operator will have no other warranty obligation whatsoever with respect to the App, and any other losses, claims, damages, liabilities, expenses and costs attributable to any negligence to adhere to any warranty.
- If the user is an entrepreneur, any claim based on faults expires after a statutory period of limitation amounting to twelve (12) months after the Application was made available to the user. The statutory periods of limitation given by law apply for users who are consumers.
- No Warranties
No warranty is provided for the Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of CoBabble Limited’s sphere of influence that affect the executability of the Application.
- Limitation of Liability
- Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application or through the Application.
- To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
- Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
- You expressly understand and agree that the Application Store, its subsidiaries and affiliates, and its licensors shall not be liable to You under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by You, including any loss of data, whether or not the Application Store or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
- Severability and Waiver
- Severability: If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
- Waiver: Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
- Product Claims
The Company does not make any warranties concerning the Application. To the extent You have any claim arising from or relating to your use of the Application, the Company, not the Application Store, is responsible for addressing any such claims, which may include, but not limited to: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, or similar legislation.
- United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
- Changes to this Agreement
The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.
By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.
- Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.
Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your subscription will automatically renew at the end of each billing cycle unless you cancel by contacting our customer support team.
- No Charge Services
We may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted for the period designated by us.
We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support and maintenance, warranty, and indemnity obligations.
- By using the Service, you acknowledge that it is your sole responsibility to ensure the confidentiality and security of any information transmitted from or stored on a device for the purposes of the Service, for all transactions and other activities in the End User’s name, whether authorised or unauthorised.
- You understand that use of the Service involves transmission of your data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks.
- While we take all reasonable steps to secure your data we cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third party service providers.
- CoBabble Limited is not liable for any losses or damage caused by any viruses, distributed denial of service attacks, and any and all other malicious computer code.
- Malicious computer code means computer code or other mechanisms of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorised access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.
- CoBabble Limited does not guarantee that any files available for downloading from the Platform will be completely free from viruses or other harmful computer code.
- If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
- Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.
- You are responsible for maintaining, protecting, and making backups of your content. To the extent permitted by applicable law, CoBabble Limited will not be liable for any failure to store, or for loss or corruption of, your Content.
- The CoBabble platform is provided to You on an “As Is, As Available” basis. As such, You agree to have an external method of recovering any lost data that may be uploaded to the CoBabble platform.
- Cobabble Limited shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, resulting from the use of or inability to use the Platform
- We reserve the right, at our sole discretion, to modify or replace these Terms at any time.
- By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorised to use the Service.
- Entire Agreement
The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.
You may be subject to additional terms and conditions that apply when You use or purchase other Company’s services, which the Company will provide to You at the time of such use or purchase.
- Contact Us
If you have any questions about this Agreement, You can contact Us:
By email: [email protected]
By visiting this page on our website: https://cobabble.com/