The following documents represent the terms of use and licensing agreements for all children’s products and services associated with Kezana.
Kezana General Trading LLC, together with its applicable subsidiaries and affiliates (collectively, “Kezana” or “we” or “us” or “our”) is a global e-learning resource company. We produce and/or distribute a range of online resources, applications and a network of websites directed to children under the age of 16 including but not limited to those for Nahla wa Nahel™ and WizzKidz™ (“Services”). References to “you” or “User” refer to the person who completed the registration process and created an account with Kezana and/or is otherwise accessing the Services offered by Kezana.
The Services refer to any and all access to our websites and resources, via static or mobile devices, in either native or mobile application format. Your access to and use of the Services (collectively, your “Access”) is conditional on your acceptance and compliance with the terms, conditions, notices and disclaimers contained or referred to on this page (“Terms of Use”). Your Access to the Services signifies your agreement and consent to our Terms of Use. If you do not agree to these Terms of Use, please do not use our Services. THESE TERMS OF USE CONTAIN WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT THE LIABILITY OF Kezana, SO PLEASE READ THESE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY.
The Terms of Use apply to the Services and any other online resources, applications and websites that states that it is governed by these Terms of Use and/or links to these Terms of Use. These Terms of Use apply to all users, regardless of whether a license to Access the Services has been purchased by a school / educational institution on behalf of students and teachers, or directly by a student or parent. In the case of students who are minors, permission must be sought by that student’s school or parent / guardian (as applicable) before that student is provided with Access to the Services. Users agree to supervise and take full responsibility for the use of the Services by minors.
Kezana disclaims any liability for the accuracy, completeness or functionality of any material contained herein, referred to, or linked to.
NOTE FOR SCHOOL SUBSCRIPTIONS. In addition to our Terms of Use, school / educational institutional customers (“School Customers”) that purchase licenses on behalf of students and teachers agree to comply with the Institutional License Agreement set out below (“Institutional Terms of Use”). Access by the School Customer and its teachers and students is governed by the Institutional License Agreement in addition to our Terms of Use.
If you have any questions regarding our Terms of Use, please email us at info@Kezana.net.
By creating an account with us or otherwise using any Service or related service, you represent that you have read, understand, and agree to be bound by these Terms of Use and to comply with all applicable laws and regulations. These Terms of Use constitute a binding agreement between you and Kezana. If you do not agree to these Terms of Use, you may not use any of our Services. Kezana reserves the right to immediately terminate your access to the Service, if you do not comply with these Terms.
Subject to the provisions of these Terms of Use, Kezana hereby grants each User a non-exclusive and non-transferable right for the User to access and make personal and non-commercial use of the Service ordered by the User according to the terms and conditions of this Agreement. The Services made available to the User are the subject of copyright protection, and the original copyright owner (Kezana or its licensors) retains the ownership of the Services and all portions thereof. Kezana does not transfer any ownership, and the User may not reproduce, resale, distribute, make commercial use of, display, modify, transfer or transmit, in any form, or by any means, any Service or any portion thereof without the prior written consent of Kezana, except as specifically authorized in this Agreement.
You must not modify, copy, reproduce, republish, frame, reverse engineer, download onto a computer, upload to a third party, post, transmit or distribute this Content in any way except in accordance with applicable law, these Terms of Use or with our express prior written consent.
By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated herein. Before using the Services, please carefully review our Privacy Policy. All personal information provided to us as a result of your Access will be handled in accordance with our Privacy Policy, and by Accessing the Services, or allowing your child/student to Access the Services, you consent to the collection, storage, use and dissemination of your personal information in accordance with our Privacy Policy.
Certain portions of the Services are available only to Users who have registered with and obtained a password from Kezana. While registering with Kezana, you must provide true and accurate data which includes your geographical location, personal details and billing information. The responsibility for maintaining and updating this data lies solely with you. You will maintain and promptly update your information to keep it true, accurate, current and complete. You agree not to misrepresent geographical locations, use proxies, use IP spoofing or by any other means to hide the origin of any message you send or purchase you make through the Service. You agree not to pretend to be any other individual or identity. Kezana reserves the right to terminate an account for untrue or inaccurate data provided at any time.
You are responsible for maintaining the confidentiality of your account information and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account, including the selection and use of all content and Services. The responsibility for maintaining the confidentiality of the password and the account information rests entirely with you. You agree to immediately notify Kezana of any unauthorized use of your password or account or any other breach of security.
You must not access or use the Services or the content in any manner or for any purpose which is illegal or prohibited by any laws that apply to you, violates our rights in any way, or is prohibited by the Terms of Use.
You must take your own precautions to ensure that the process, which you employ for accessing the Services, does not expose you to the risk of viruses, malicious computer code or other forms of interference, which may damage your own computer system. We do not accept responsibility for any interference or damage to your own computer system or data, which arises in connection with your Access.
A paid subscription to any Kezana resource permits the User access to the resource in its native format across both static and mobile devices. Kezana reserves the right to levy additional charges for access to resources outside of this limitation. In some cases, additional subscription charges may be levied for non-native access, premium additional content, printed content, mobile device access to standalone components of Kezana resources as well as special Kezana educational events or competitions.
You agree to abide by any contractual restrictions, copyright restrictions or other restrictions (contractual restrictions, copyright restrictions and other restrictions collectively referred to as “Restrictions”) provided by Kezana (or its licensors) and specified in these Terms of Use or in the Service. Except as permitted by Kezana (or its licensors), you acknowledge that you do not acquire any ownership or other intellectual property rights by downloading any content accessed through the Service. Except as explicitly required under copyright law or permitted by the features of the Services you may not modify, decompile, disassemble, translate, reverse engineer, publish, transmit, display, participate in the transfer or sale, create derivative works of, or in any way commercially exploit or provide to a third party the content of the Services or any portion of them without the express permission of Kezana (or its licensors).
Any unauthorized use of the Services may violate applicable laws including copyright and trademark laws. If any illegal activity is detected, Kezana reserves the right to terminate your account and/or your access immediately.
Kezana reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice at any time. You agree that Kezana shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Certain Services and products may allow registered users to submit content through, or post content on, the Services (“User Generated Content” or “UGC”). For example, audio recordings of phonemes within our Nahla wa Nahil product (where students repeat and record sounds within the product), or feedback about our products through our customer feedback forums.
If you make any UGC available through our Services, you give us permission to use, copy, modify, adapt, display and distribute that content for the purposes of (i) you and your teacher/school utilizing a feature or function of the relevant product or Service; (ii) for administrative, planning, product improvement, quality control and academic or research purposes relating to our products and services, and/or (iii) otherwise in accordance with the restrictions outlined in these Terms of Use and in accordance with our Privacy Policy. This permission is irrevocable and without payment or attribution. Unless otherwise specified, by making UGC available through the Services, you grant us a worldwide, non-exclusive, perpetual, royalty free, sublicensable and transferable license to use any such content in whole or in part. You are not giving up your ownership rights in your UGC, however, if you make UGC available through our Services or products, you do give us permission to use it in accordance with these General Conditions.
Access to audio recordings by students for the purposes of (i) above, is restricted to the registered user/student that recorded the audio and their teacher/nominated school administrator, where access to the product has been purchased as part of a school subscription, and in all cases, only behind the product login. Parents may access stored recordings via their child’s login or with a parent login, when available.
Your name and comments, suggestions and other feedback about our products, made through our feedback forums, may be viewed by other customers and users registered to participate in those feedback forums. If you would prefer to submit feedback to us directly, please contact your account manager directly or contact us at support@Kezana.net.
If you are going to make content available through our Services, it must not be offensive or inappropriate, and it must not infringe or violate the rights of any third party.
We reserve the right to take down or delete any UGC at our discretion.
You hereby grant Kezana and its agent and licensees a worldwide, royalty-free, fully-paid, perpetual, non-exclusive license to use, including without limitation the right to copy, publish, perform, display and distribute and/or adapt, any material you upload to, distribute through or post on our Services, including without limitation via message boards, chat rooms, and/or blogs or any other features on the Services, in whole or in part, alone or in combination with any other material, in any and all media, now known or hereafter devised.
From time to time, we host or operate challenges and competitions within the Services, which may be supported by third party sponsors. Challenges are designed to encourage school and student participation in a fun and engaging online learning event. These Terms of Use, including our Privacy Policy, govern challenges and competitions, in addition to any other terms and conditions in place specifically for the relevant challenge or competition.
The leaderboard for a challenge or competition does not determine the final result. After the event, we will verify all results. We have the right, at our complete discretion, to determine the final positions of all participants and the winners of all categories.
Participants who do not comply with these Terms of Use, may be removed from the leaderboard or disqualified from the competition at any time, and we will use our complete discretion as to whether or not removal or disqualification occurs.
Students, classes and schools may be required by us to provide proof of age and to sign a declaration that they individually and collectively participated without assistance from any other person, software, hardware or device.
Any students, classes or schools intentionally misusing the Services may be disqualified or removed from the leaderboard of the competition or challenge at any time. Examples of misuse include but are not limited to computer hacking of the Services, posting fraudulent results, using computer scripts to improve responses, scores or otherwise.
We may, at our complete discretion, remove from competition any students, classes and schools not participating in courses or on content appropriate for their age. Prizes advertised for a challenge or competition may be substituted, for something of equivalent value, as determined by us or the prize provider at our complete discretion.
Access to, and use of, the Services is subject to our Terms of Use and Privacy Policy. Home subscription licenses are for individual, non-commercial purposes. Each license provides access to the relevant resource for a nominated student.
Term of Subscription and Renewal
Home subscriptions are provided on an auto-renewing basis to ensure continued access to and use of the relevant resources. Home subscriptions have a three (3), six (6) or 12 month(s) minimum initial term (“Initial Term”) that automatically renews for consecutive periods of the same length (each a “Renewal Term”) unless notice of cancellation is provided prior to the expiry of the Initial Term or any Renewal Term. We will automatically charge your nominated account using the payment method on file for each Renewal Term. We do not provide refunds to users who cancel part way through the Initial Term or any Renewal Term of a subscription (subject to our returns/refunds policy below). You can manage and make changes to your subscription by logging into your account.
Pricing
Fees and charges for your home subscription are detailed at the point of purchase. For each Renewal Term your payment details will be automatically charged the then current fees for the license type you have selected, continuing on a recurring basis until you cancel your subscription. Promotional pricing, discounts and free trials only apply for the period specified and will commence on the purchase date unless otherwise agreed. At the end of the promotional period, your fees will revert to the then current fees for the license type you have selected.
Delivery of Products and Services
Access to web-delivered services is provided immediately upon processing of payment.
Product Access and Use
Users are responsible for their own costs associated with accessing the product, e.g. internet usage charges, data costs and computer/smartphone equipment costs. It is the responsibility of the User to ensure their device and internet access is sufficient to access the relevant product.
Consumer Purchasing Information Policy
All payments are completed using PCI compliant payment gateways, over a secure internet connection using strong cryptography and security protocols. Digital certificates are used to maximize security when receiving payment information. Purchasing information provided from online transactions is used for cart tracking, subscription billing, subscription management and accounting purposes only.
School Customers that purchase licenses on behalf of students and teachers must also agree to comply with the Institutional License Agreement set out below. Access by the School Customer and its teachers and students is governed by the Institutional License Agreement in addition to our Terms of Use.
All sales related taxes will be paid by the User as per the taxation norms that may change from time to time based on the location of the User.
Your satisfaction is very important to us. However, all sales are final and no refunds in full or in part will be issued to you during the Initial Term of your subscription or a Renewal Term.
Any subscriptions to our Services bought through third-party service providers, such as Apple through the iTunes Store or Google through the Google Play Store, will be governed by the terms and conditions of the third-party service providers. You are solely responsible for understanding any terms and conditions that may apply when purchasing subscriptions through third-party service providers.
Kezana will not be liable for any loss or damage caused by your reliance on information obtained through the Services. The Services may contain links to other Internet sites and third-party resources and Kezana does not assume any responsibility or liability for communications or materials available at such linked sites. These links are provided for your convenience only. You are solely responsible for understanding any terms and conditions that may apply when you visit or place an order through a third-party site.
Kezana is not responsible if any third-party resources accessible via the Services fail to operate properly or if the third-party resources accessible via the Services cause issues for the User. While Kezana will make best efforts to help troubleshoot problems, the User acknowledges that certain aspects of functionality may be dependent on third party resources providers who may need to be contacted directly for resolution.
Certain aspects of our Sites can be used in connection with third party software, applications, products and platforms (“Third Party Tools”) and may be subject to additional terms of use between you and the applicable Third Party Tool provider(s).
Any information materials provided through the Services, including without limitation the opinions and/or recommendations of any authors and/or moderators, are not intended to substitute for any professional educational, medical, legal, psychiatric, employment or other advice. Without limitation of the Limited Warranty and Disclaimer of Warranty paragraphs set forth below, Kezana makes no representations or warranties regarding, and expressly disclaims any and all liability concerning, any action by any person following the information offered or provided within or through our Services. If you have any concerns or a situation in which you require professional advice, then you should consult with an appropriately qualified professional in the relevant field.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Kezana, AFFILIATES, SUPPLIERS, LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, CORRECTNESS, TIMELINESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE SERVICE OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICE, EVEN IF ASSISTED BY Kezana. Kezana SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPABILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY Kezana WITH THE SERVICE AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING RELIABLE INTERNET CONNECTIVITY AND YOUR DEVICE. Kezana IS NOT RESPONSIBLE FOR YOUR INABILITY TO DOWNLOAD CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Kezana OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF Kezana FOR CLAIMS ARISING FROM YOUR USE OF THE SERVICES OR OTHERWISE SHALL BE LIMITED TO THE FEES PAID BY YOU TO Kezana IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL Kezana NOR ITS AFFILIATES, SUPPLIERS LICENSORS, OR AGENTS BE LIABLE UNDER ANY THEORY OF LAW, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (B) ANY CLAIM RELATED TO USER’S USE OF COVER IMAGES OR USER-GENERATED CONTENT PROVIDED AS PART OF THE SERVICE, OR (C) UNAUTHORIZED USE OF THE SERVICE.
You agree to indemnify Kezana, its licensors, its employees and its affiliates (i) from all claims, demands, actions, damages, costs and liabilities arising out of your use or misuse of the Services and (ii) against any actions by you that are not consistent with these Terms of Use or any applicable laws.
“Kezana”, “Al Manhal”, “Nahla wa Nahel”, “WizzKidz”, “nahlawanahel.com”, “wizzkidz.io”, “Kezana.net” “almanhal.com” and all other related words and domain names are the trademarks and the property of Kezana. All other trademarks, logos, company names and the like are the property of their respective owners.
We may terminate access to the Services at any time without notice. The Terms of Use will nevertheless survive any such termination. Upon termination, you must destroy all materials obtained from the Services and all copies thereof, whether made under these Terms of Use or otherwise.
Neither Kezana nor its licensors will be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment, or failures of the Internet.
These Terms of Use and any other rules, guidelines, licenses and disclaimers posted on the Services constitute the entire agreement between Kezana and you with respect to your use of the Services and supersede all previous written or oral agreements between us with respect to the subject matter hereof. There are no representations, warranties, promises, covenants or undertakings, except as described here. If you use purchase orders in conjunction with these Terms of Use, then you agree that the following statement is hereby automatically made part of such purchase orders: “The terms and conditions set forth in the Terms of Use are made part of this purchase order and are in lieu of all terms and conditions, express or implied, in this purchase order, including any renewals hereof.”
The licenses granted herein may not be assigned by you to any third party without written consent of Kezana.
Kezana reserves the right to revise these Terms of Use from time to time. Please refer to these Terms of Use periodically for any changes. The update date first written above is used to alert you to recent modifications. Your access or use of the Services subsequent to such an update will signify your assent to be bound by such changes.
If any term or condition of these Terms of Use is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid Agreement is in effect.
The Services are controlled and operated by Kezana from its office in Dubai, United Arab Emirates. Kezana makes no representation that materials on the Services are appropriate or available for use in other locations. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
These Terms of Use shall be governed by and construed in accordance with the laws of Dubai and the federal laws of the United Arab Emirates applicable therein, without giving effect to any principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates. However, Kezana retains the right to bring legal proceedings in any jurisdiction where it believes that infringement of these Terms of Use is taking place or originating.
By using the Services at this site or by making the Services available to Authorized Users, the Authorized Users and the Licensee agree to comply with the following terms and conditions (the “Agreement”). THESE TERMS CONTAIN WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT THE LIABILITY OF Kezana, SO PLEASE READ THESE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY.
For purposes of this Agreement, “Kezana” is Kezana General Trading LLC; the "Licensee" is the entity or institution that purchases and makes available databases and services offered by Kezana; "Services” refer to any and all access to our websites and resources, via static or mobile devices, in either native or mobile application format related products to which Licensee has purchased access or a subscription as well as audiobooks and eBooks to which Licensee has purchased access or a subscription and periodicals to which Licensee has purchased a subscription; "Platform" shall mean the products made available by Kezana; and “Publications” means audiobooks, eBooks, journals and publication related content.
TechKnoledge disclaims any liability for the accuracy, completeness or functionality of any material contained herein, referred to, or linked to.
If you have any questions regarding our terms and conditions, please email us at info@Kezana.net.
TERMS
In this Agreement, the following expressions shall have the following meanings:
“Kezana Trademarks” shall mean “Kezana”, “Al Manhal”, “Nahla wa Nahel”, “WizzKidz”, “nahlawanahel.com”, “wizzkidz.io”, “Kezana.net” “almanhal.com” and all other related words and domain names are the trademarks and the property of Kezana, and any other trademarks, registered or unregistered, of Kezana included in the Products.
“Authorized User” shall mean an individual who is authorized by the Licensee to access the Licensee's information services available through the Licensee's Secure Network and who is (i) affiliated with the Licensee as a current student, faculty, library patron or employee, whether from a computer or terminal on the Licensee's Secure Network, or offsite via a secure link to a valid IP address on the Licensee's Secure Network; or (ii) physically present on the Licensee's premises.
“Authorized Vendor” means the reseller, regional network, consortium, or other entity, if any, appointed by Kezana, through which Licensee places its order.
“Charges” means the amount Licensee owes to Kezana and/or the Authorized Vendor for use of the Products pursuant to the terms and conditions of this Agreement and Invoices, and include subscription and hosting charges (if applicable).
“Collect” means the gathering of data and other information by any means, including but not limited to the use of logs, cookies, tracking pixels and the equivalent thereto.
“Commercial Use” means use for the purposes of monetary reward (whether by or for the Licensee, an Authorized User, or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Products.
“Confidential Student Records and Information” means education records and personally identifiable information concerning students, including but not limited to confidential student records and information disclosed to, collected by and/or generated by Kezana. Confidential Student Records and Information does not include “De-Identified Confidential Student Records and Information”.
“De-Identified Confidential Student Records and Information” means confidential student records and information from which all personally identifiable information, and the ability to determine any personally identifiable information, is removed.
“Education Records” means records, files, documents and other materials that: (i) contain information directly related to a student; and (ii) are maintained by the Licensee, or by a party acting for the Licensee such as Kezana.
“Eligible Student” means a student who is at least 18 years of age or who is legally emancipated.
“Invoice” means the statement Kezana and/or its Authorized Vendor provides Licensee, which sets forth the subscriptions, Products, Subscription Periods, Charges, facilities, number of users, number of concurrent users or other means of usage, and which is incorporated herein by reference.
“Licensee” shall mean the purchasing or subscribing institution as identified above.
“Passwords” shall mean any passwords given by Kezana to the Licensee to enable the Licensee to access the Products and related subscriber services.
“Personally Identifiable Information” means information (including metadata) that, alone or in combination, is linked or linkable to a specific student so as to allow a reasonable person in the school community, who does not have personal knowledge of the relevant circumstances, to identify the student with reasonable certainty. Personally identifiable information includes but is not limited to: (i) the student’s name; (ii) the name of the student’s parent or other family members; (iii) the address or phone number of the student or student’s family; (iv) personal identifiers such as the student’s social security number, student number or biometric record; and (v) indirect identifiers such as the student’s date of birth, place of birth or mother’s maiden name.
“Products” shall mean certain Kezana online products and web pages and materials contained therein, as set forth in the relevant Invoice, as updated or revised from time to time while this License is in effect.
“Secure Network” shall mean a network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorized Users whose identities are authenticated by the Licensee at the time of log-in and periodically thereafter consistent with current best practice and whose conduct is subject to regulation by the Licensee. A cache server or other server or network which can be accessed by unauthorized users is not a secure network for these purposes.
“Securely Destroy” means removing confidential student records and information Kezana’s systems, paper files, hard-copy and electronic records, databases and any other media regardless of format so that the confidential student records and information are permanently irretrievable in Kezana’s normal course of business.
“Server” shall mean either Kezana’s server or a third-party server designated by Kezana on which the Products are mounted and through which the Licensee and its Authorized Users may gain access to the Products by means of the World Wide Web.
2.1 Kezana hereby grants to the Licensee upon payment of any applicable Charges a revocable, worldwide, non-exclusive, royalty-free, limited-duration license to permit its Authorized Users to access and use the Products specified in the Invoice(s) during the relevant Subscription Period by means of a Secure Network for the purposes of instructional and administrative purposes. The Licensee shall only use and allow its Authorized Users to use the Products in respect of which it has paid the applicable Charges.
2.2 Throughout the Subscription Period, Authorized Users may access the Server by means of a Secure Network in order to access and use the Products.
2.3 The Licensee and Authorized Users may not:
2.3.1 remove or alter Kezana’s copyright notices or other means of identification or disclaimers as they appear in the Products or any of the Products;
2.3.2 display or distribute any part of the Products on any electronic network, including without limitation the Internet and the World Wide Web;
2.3.3 permit anyone other than Authorized Users to access or use the Products;
2.3.4 use the Products for the benefit of a third party or give any third party beneficial use of the Products, including, without limitation, any parent, subsidiary or affiliated entity;
2.3.5 modify the content of the Products;
2.3.6 use all or any part of the Products for any Commercial Use, including without limitation, for publication, broadcasting or to create original content for publication;
2.3.7 create compilations or derivate works or reverse engineer, decompile or disassemble any part of the Products; and/or
2.3.8 with respect to any communication features or services that have been activated, upload to, distribute through, or otherwise publish any content that is libelous, defamatory, obscene, threating, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable or that would otherwise constitute or encourage a criminal offense, violate the rights of any third parties or otherwise violate any applicable laws.
2.4 With respect to any communication features or services that have been activated, the Licensee and/or its Authorized Users will be solely responsible for the content of their messages including without limitation the content created by teachers, message board postings and/or comments made in chat rooms and/or any other communication features. Kezana is not responsible for the content or accuracy of any information posted, uploaded or transmitted by the Licensee and/or its Authorized Users, including without limitation, the content created by teachers, message board postings and/or comments made in chat rooms and/or any other communication features. Kezana may, at its sole reasonable discretion, remove, edit, move or close, in whole or in part, any thread or posting in any message board, chat room and/or similar communication feature at any time.
2.5 Kezana reserves the right to temporarily disable access to stop unauthorized use of the Products in violation of this Agreement or any other hostile action. Licensee shall have the right to remedy the breach within thirty (30) days of receipt of written notice from Kezana. Once the breach has been remedied or the breaching activity halted, Kezana will immediately reinstate access to the Product. If the Licensee does not satisfactorily remedy the breaching activity within thirty (30) days, Kezana may terminate this Agreement upon written notice to the Licensee.
3.1 The Licensee will provide Kezana on request with all identifying information, including IP address ranges, relating to the Licensee and its Authorized Users necessary to enable Kezana to set up and activate the Licensee's subscription to the Products. The Licensee acknowledges that access to the Products under this Agreement is conditional upon the Licensee providing Kezana with this information. The Licensee will notify Kezana promptly following any additions, deletions or other alterations to the information supplied.
3.2 The Licensee will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Products online via the Licensee's Secure Network.
3.3 The Licensee will:
3.3.1 be responsible for the confidentiality and all use of its Password(s);
3.3.2 use all reasonable efforts to ensure that only Authorized Users are permitted access to the Products by means of the Licensee's Secure Network; and/or
3.3.3 take all reasonable steps to ensure that all Authorized Users abide by terms of this Agreement as well as the Terms of Use published from time to time on our websites.
3.4 The Licensee will notify Kezana as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the Licensee’s password(s); (b) any unauthorized use of any of the Licensee’s Password(s); or (c) any breach by an Authorized User or unauthorized user of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement, the Licensee further agrees promptly to initiate disciplinary procedures in accordance with the Licensee's standard practice.
4.1 Kezana shall set up and activate the Licensee's subscription to the Products promptly upon receipt of the information to be supplied by the Licensee under clause 3.1 above.
4.2 Kezana shall use all reasonable efforts:
4.2.1 to make the Products available throughout the Subscription Period;
4.2.2 to ensure that the Server has sufficient capacity and rate of connectivity to provide the Licensee with a quality of service comparable to current standards in the World Wide Web on-line information provision industry;
4.2.3 to restore access to the Products as soon as possible in the event of an interruption or suspension of the service.
4.3 Throughout the Subscription Period Kezana shall itself provide, or arrange for the provision by a third party, of customer support services to the Licensee via e-mail, to include answering e-mail inquiries from the Licensee and its Authorized Users relating to the use and/or functionality (but not the content) of the Products. Such support services shall be available 24 hours a day, 7 days a week during the Subscription Period.
In consideration of the rights granted by Kezana under this Agreement, the Licensee shall pay the Charges due to Kezana or its Authorized Vendor, upon receipt of an appropriate Invoice. The Charges are exclusive of value added tax. Licensee shall be responsible for paying any value added tax, sales tax, or any other relevant government taxes.
6.1. The Licensee acknowledges that all copyrights, patent rights, Kezana Trademarks, services marks, database rights, trade secrets and other intellectual property rights relating to the Products (collectively the "Kezana Intellectual Property"), are the sole and exclusive property of Kezana (or its licensors) and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Products in accordance with the terms and conditions of this Agreement.
6.2. The Licensee shall notify Kezana promptly (i) of the facts and circumstances surrounding any unauthorized possession or use of the Products, or Kezana Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Products infringe an intellectual property or proprietary right of any third party.
7.1. The Licensee must ensure that it has proper permission to allow Authorized Users under the age of 16 to access the Products. The Licensee shall obtain parental consent if the Licensee sets up student accounts on behalf of students and allows students under the age of 16 to access student accounts.
7.2. All Confidential Student Records and Information shall remain the exclusive property of the Licensee and all rights, title and interest in the Confidential Student Records and Information, including but not limited to intellectual property rights in the confidential student records and information, belong to and are retained solely by the Licensee. The Licensee hereby grants to Kezana a limited, non-exclusive license to access, view, collect, generate and use Confidential Student Records and Information solely for the purpose of performing its obligations under this Agreement.
7.3. Kezana shall store and process Confidential Student Records and Information in accordance with commercial best practices, including implementing appropriate administrative, physical and technical safeguards, to secure such Confidential Student Records and Information from unauthorized access, disclosure, alteration and use.
7.4. Kezana shall conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Kezana shall promptly notify the Licensee in the event of: (a) any security or privacy breach concerning Confidential Student Records and Information; and/or (b) any use or disclosure of student Personally Identifiable Information not authorized under this Agreement.
7.5. Under this Agreement, Kezana may access, view, Collect, generate and/or use Confidential Student Records and Information only under the following terms and conditions: (a) except as provided in section 7.5 below, Kezana shall not disclose Confidential Student Records and Information, in whole or in part, to any other party; (b) Kezana shall not use any confidential student records or information to advertise or market to students or their parents/guardians; (c) Kezana shall access, view, Collect, generate and use Confidential Student Records and Information only to the extent necessary to perform its obligations under the Agreement; and (d) at the conclusion of the Term of the Agreement the Kezana shall, as directed by the Licensee, either securely destroy all Confidential Student Records and Information in its possession, custody or control, or return such Confidential Student Records and Information to the District.
7.6. Kezana may to the extent necessary to perform its obligations under this Agreement disclose Confidential Student Records and Information to its subcontractor that hosts and maintains its web-based platform (hereinafter “Subcontractor”) as set forth in Exhibit A. Subcontractor, pursuant to written subcontracts specifying the purpose of the disclosure and providing that: (a) Subcontractor shall not disclose Confidential Student Records and Information, in whole or in part, to any other party; (b) Subcontractor shall not use any Confidential Student Records and Information to advertise or market to students or their parents/guardians; (c) Subcontractor shall access, view, Collect, generate and use confidential student records and information only to the extent necessary to assist Kezana in performing its obligations under this Agreement; and (d) at the conclusion of their work under their subcontracts Subcontractor shall, as directed by the Licensee through Kezana, either securely destroy all Confidential Student Records and Information in their possession, custody or control, or return such Confidential Student Records and Information to the Licensee.
7.7. Kezana may use De-Identified Confidential Student Records and Information for purposes of research, the improvement of its products and services, and/or the development of new products and services. In no event, shall the Kezana re-identify or attempt to re-identify any De-Identified Confidential Student Records and Information.
7.8. Kezana, on behalf of itself and its Subcontractor, shall promptly furnish to the Licensee upon request all Confidential Student Records and Information they have collected and/or generated and not in the Licensee’s possession. Such requests may include but shall not be limited to those made in order to respond to parent/guardian and eligible student requests to inspect and review education records. The Licensee, not Kezana, shall respond to all parent/guardian and eligible student requests to inspect and review records, data and other information.
8.1. Kezana represents and warrants that it has the power to enter into this Agreement and to grant the rights conferred herein to the Licensee and that the Products do not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.
8.2. Kezana warrants that the Products will perform substantially as documented on Kezana’s public website. THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Kezana, ITS AFFILIATES, SUPPLIERS, LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, CORRECTNESS, TIMELINESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE SERVICE OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE PRODUCTS, EVEN IF ASSISTED BY Kezana. Kezana SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPABILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY Kezana WITH THE PRODUCTS AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE PRODUCTS.
8.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF Kezana AND/OR ITS LICENSORS FOR CLAIMS RELATED TO THE PRODUCTS OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES RECEIVED BY Kezana FROM THE LICENSEE (OR THE AUTHORIZED VENDOR) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL Kezana NOR ITS AFFILIATES, SUPPLIERS LICENSORS, OR AGENTS BE LIABLE UNDER ANY THEORY OF LAW, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (B) ANY CLAIM RELATED TO USER’S USE OF COVER IMAGES OR USER-GENERATED CONTENT PROVIDED AS PART OF THE PRODUCTS, OR (C) UNAUTHORIZED USE OF THE PRODUCTS.
8.4. In no circumstances will Kezana be liable to the Licensee or any third party for any loss resulting from a cause over which Kezana does not have direct control, including but not limited to the availability of the Internet and/or the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, or operator errors.
9.1. Kezana shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Kezana that constitutes a breach of Kezana's warranties hereunder.
9.2. The Licensee shall defend, indemnify, and hold Kezana harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorized use or dissemination of the Products by the Licensee or Authorized Users and (ii) any violation of this Agreement or of any third-party’s rights by the Licensee or Authorized Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.
9.3. The obligations in clauses 8.1 and 8.2 will survive the termination of this Agreement.
9.4. Regardless of the form of action, no action arising from this Agreement may be brought by the Licensee more than twelve (12) months after the cause of action arises.
9.5. The Licensee and Kezana shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Should any delay in performance occur arising out of any of the foregoing events, a party's obligations that are dependent upon performance of the delayed event by the other party shall be extended correspondingly. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
10.1. This Agreement shall continue in effect for the duration of the Initial Subscription Period and shall automatically renew for additional periods of one (1) year unless either party provides notice of termination thirty (30) days prior to the start of a Subscription Renewal Period. If neither party provides notice of termination as set out above, the Agreement shall continue for a period of six (6) months following the termination or expiration of the last existing Subscription Period, at which time this Agreement will expire.
10.2. With respect to each subscription pursuant to which Products are licensed, the subscription period shall be set forth in the applicable Invoice (the “Subscription Period”). Thereafter, at the end of each Subscription Period, the Licensee may, by signing a renewal form (or other mutually accepted renewal confirmation) and timely payment of Charges indicated on the applicable Invoice (which Charges may vary from time to time), renew its subscription for the subscription renewal period (“Subscription Renewal Period”) as set forth in the Invoice. Any Subscription Renewal Period shall be governed by the provisions hereof and shall be deemed to have commenced upon the expiration of the immediately preceding Subscription Period.
10.3. Either party may terminate this Agreement forthwith by serving written notice on the other in the event that the other party commits a material breach of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of a request so to do. Without limitation, a breach by the Licensee of the provisions of clause 2.3 or 3.3 or 5 above would constitute a material breach of this License.
10.4. Kezana reserves the right at any time on 30 days notice to the Licensee to terminate this Agreement in whole or in part due to ceasing publication of all or part of the Products. In the event of a termination in accordance with this clause 9.4 Kezana will refund the pro rata portion of any Charges which may have been paid by the Licensee for the balance of the Subscription Period outstanding at the date of such termination.
10.5. Kezana may terminate this Agreement without liability to the Licensee in the event the Authorized Vendor fails to pay the Charges due by the Authorized Vendor to Kezana in respect of this Agreement. Licensee acknowledges that its sole remedy in such circumstances is against the Authorized Vendor and not Kezana.
11.1. This Agreement is personal to and binding on the parties and neither this Agreement nor any of the rights under it may be assigned or sublicensed.
11.2. Any notice, consent, request, claim, demand, instruction or other communication regarding this Agreement will be deemed to be sufficiently given or made if in writing and delivered by way of (a) express courier service (with waybill confirmation), (b) by hand, or (c) by facsimile (with facsimile receipt confirmation) or electronic mail (with electronic delivery and/or read receipt). All other communication to be given hereunder may be by electronic mail or in writing given by any commercially reasonable method. A notice shall be deemed to have been made and received: (i) when delivered to the appropriate address, if sent by express courier, (ii) when dispatched and receipt is acknowledged by the receiving machine, if sent by facsimile or (iii) on the date sent if sent during normal business hours of the recipient and, if not, on the next business day, if sent by electronic mail.
11.3. Nothing in this Agreement will constitute or create a joint venture, partnership, or any other similar arrangement between Kezana and Licensee. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
11.4. Neither party will transfer or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the written consent of the other party, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, however, either party may assign this Agreement to a successor in interest (or its equivalent) of all or substantially all of its relevant assets, whether by sale, merger, or otherwise.
11.5. No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
11.6. The rights of the parties arising under this Agreement shall not be waived except in writing. Any waiver of any of a party's rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other further breach.
11.7. Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.
11.8. This Agreement is deemed to be entered into in Dubai, UAE, where Kezana is headquartered. The parties consent to personal jurisdiction and exclusive venue in the courts located in Dubai, UAE. Disputes between the parties will be resolved by application of UAE law, without regard to choice of law provisions or principles.