Terms of Use

Welcome to Cleverbean! Cleverbean is brought to you by Cleverbean Pty Ltd (ACN 612 707 892) ("Cleverbean", "we", "us" or "our").

By using the Cleverbean services, application or content ("our Services") or by providing any information to set up an account with the intention of using our Services, you ("Member" or "you") confirm you accept these Terms of Use and agree to be bound by them.

These Terms of Use take effect as between you and us with effect from the first time you use our Services.

If you do not agree with any provision of these Terms of Use, including as may be modified as described below, then you are expressly prohibited from using our Services and you must discontinue your use of our Services immediately.

Modifications to these Terms of Use

From time to time, at our complete discretion, we will modify these Terms of Use at any time and for any reason. We will notify you of any substantial modification. For other modifications we will publish the updated Terms of Use on this webpage. Your continued use of our Services constitutes your agreement to any modification. It is your responsibility to periodically review these Terms of Use to stay informed of updates.

Warranty of authority

If your use of our Services is on behalf of a school or other educational institution ("School"), you represent and warrant that you are authorised to agree to these Terms of Use on behalf of the School.

Users Under 13 Years

Any use of our Services which includes the collection, access and use of information, work or interactions of students below the age of 13 requires the verifiable consent of parents and guardians before use. You represent and warrant that you have received such consent, where required, either individually or on behalf of your School.If you are under 13 years of age, you must have the consent of your parents, guardians or teachers to use our Services, and in giving such consent, they agree that they are responsible to supervise your use at all times and that you are bound by these Terms of Use.

Our Services

Our Services include access to an online platform that:
(a) gives you access to various resources, assessment surveys, strategies, lessons content and sequenced groups of lessons ("Cleverbean Content") to assist students progress through development stages of reading, writing and literacy;
(b) allows you to share Cleverbean Content with other Cleverbean members who have accepted these Terms of Use; and
(c) allows you to save Cleverbean Content in your profile for the purpose of planning and organising your programs with your classes; and
(d) allows you to download Cleverbean Content for the purpose of printing components of Cleverbean Content for personal use in your classroom, provided that Cleverbean Content must not to be shared with non-Cleverbean members or saved to school drives or other repositories to which non-Cleverbean members have access.

We reserve the right to modify or discontinue any of our Services from time to time, with or without notice to you.

Membership to our Services

You, or a School on your behalf, may purchase a membership to our Services, which provides you with access to our Services for your class or classes for the period of the membership.

Your membership may be terminated if:
(a) you have purchased your own membership and you elect not to renew your membership at the subscription term end date;
(b) a School has purchased a membership on your behalf and the School elects not to have the membership auto-renewed;
(c) payment of fees is not made when due, whether by you or by a School who purchased a membership on your behalf; or
(d) you leave the employment of a School who has purchased a subscription on your behalf and they do not transfer the remaining membership period to you.

If your membership expires or is terminated for any reason, you must:
(a) immediately cease using the Cleverbean Content; and
(b) as soon as practicable, delete any Cleverbean Content that you downloaded or copied, wherever it is digitally or physically stored.

If you continue to use Cleverbean Content after the expiry or termination of your membership, that will: (i) be in breach of these Terms of Use; and (ii) constitute actionable copyright infringement.

Your Account

You must set up an account to access our Services, which requires you to provide your name and email address. You consent to our use of your personal information in accordance with our Privacy Policy, which explains how we collect, use, safeguard and disclose personal information.

If you provide us with personal information for the purpose of setting up an account but do not submit payment for the membership, you consent to us: (i) contacting you about completing your membership access by submitting the required payment; (ii) sending you marketing content, subject to applicable opt-in / opt-out requirements.

You are solely responsible for maintaining the confidentiality and security of your account password, your account and all activities on or through your account. You must notify us immediately of any use of your username and password by any other person or any unauthorised use of your account. We are not liable for any loss or damage arising in connection with any such unauthorised use. If we consider appropriate, we may require you to alter your username and/or password, or suspend or cancel your account access.

You agree and acknowledge that all information you provide us will be true, accurate, current and complete and you must not create an account for anyone other than yourself.

You are responsible for obtaining and maintaining all equipment, personnel and services needed for access to and use of our Services including paying for all fees and ancillary costs to do so.

You may cancel your account for any reason by notifying us, however you are not entitled to any refund of any fees you have paid in advance and no refunds are provided in respect of the unused period of the subscription term. You will continue to have use of your account for the remainder of your subscription period.

Fees and Payment

Our fees remain fixed during the initial term of your membership unless you upgrade to a different membership tier or you subscribe for additional features or products.

You are charged the applicable fee at the beginning of your membership period, via your selected payment method. This will automatically occur based on your chosen subscription period, either monthly or yearly and upon the charge being made, your subscription will be valid for the next month or year, as applicable.

We may vary our fees over time, however any increases to fees will not come into effect until the beginning of your new subscription period. We will notify you of any fee increases via email with the registered email address at least 30 days prior to commencement of the new subscription period. You may terminate your membership if you do not agree to a fee increase, provided you give us at least 30 days written notice.

If you sign up for a free trial, you will still be required to complete payment information upfront and in advance of your free trial period. You will not be charged any fees within the free trial period and may cancel anytime from your profile in your Cleverbean account. Payment will only be taken on the day after the free trial period ends.

Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under these Terms of Use are inclusive of GST.

Unless otherwise agreed, all fees paid will be captured using Cleverbean's payment gateway service provider, and all payment and billing information will be stored privately within that payment gateway. Cleverbean will not hold any payment or billing information. Should you need to update your payment information, you will need to do so within the payment gateway interface.

If your payment fails for any reason, we reserve the right to remove your access from Cleverbean and terminate your membership.

Prohibition on sharing of your account with others

You must not share your account with anyone who is not a Cleverbean member who has accepted these Terms of Use. Any such account sharing will lead to termination of your account and may mean further action is taken against you to recover compensation and penalties.

Use restrictions

You must not use our Services:
(a) in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
(b) in any way that which:
 (i) is abusive, harassing, tortious, defamatory, libellous or invasive of another’s privacy, whether directly or via the creation or transmission of any document, material or file; or
 (ii) interferes with, or disrupts our Services;
(c) to defraud, or mislead us and other users in any way;
(d) for any purpose other than legitimate educational purposes; or
(e) as part of any effort to compete with us.

Technical restrictions

You agree not to engage or attempt to engage in any of the following technical activities:
(a) transmit any document, material or file that contains adware, malware, spyware, viruses, Trojan horses or any computer code, files or programs or in any other manner that could disable, overburden, damage, or impair our website, applications or Services or interfere with any other party’s use of the same;
(b) engage in unauthorised framing of or linking to our website or applications;
(c) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses our website or applications, or using or launching any unauthorised script or other software;
(d) delete the copyright or other proprietary rights notice from any content on our website or applications;
(e) attack our website or applications via a denial-of-service attack or a distributed denial-of-service attack;
(f) copy or adapt our website or applications’s software or decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of our website or applications; or
(g) circumvent, disable, or otherwise interfere with security-related features of our website or applications, including features that prevent or restrict the use or copying of any content on our website or applications or enforce limitations on the use of our website or applications and/or Our Content.

Termination and Suspension

Without limiting any remedies, we may terminate or suspend your membership, account access and use of our Services if we deem that you have in any way violated these Terms of Use or have acted in any way which is harmful to our interests or the interests of any third party. Such termination or suspension will occur without notice if we consider the violation or act may have serious consequences, otherwise you will be given at least 3 days notice.

Our Intellectual Property

Cleverbean’s intellectual property includes copyright in, or authorised licensee rights in respect of, the Cleverbean Content (as defined above), including all text, photos, graphic designs and images that are available on cleverbean.co and app.cleverbean.co. Cleverbean is also the owner of trademark registration rights in relation to the Cleverbean word and logo. Cleverbean’s other intellectual property rights include domain name rights, know-how and confidential information.

While we allow you or your students to download or send editable Cleverbean Content to Google Classroom, you acknowledge that the original Cleverbean Content is and remains Cleverbean’s intellectual property. Your membership of Cleverbean allows you to download, use and edit Cleverbean Content for the sole purposes of student work.

You must not, without Cleverbean's prior agreement in writing:
(a) share Cleverbean Content with other teachers who are not Cleverbean members, including saving Cleverbean Content to any shared repository accessible by non-Cleverbean members; or
(b) upload Cleverbean Content to other websites; Any non-commercial use of the content must reference Cleverbean as the owner of the content and must only be used by people who are members of Cleverbean on a paid subscription.

Feedback

We welcome and encourage you to notify us of your feedback, comments and suggestions for improvements to our website, applications Services. Please email us
on support@cleverbean.co with any feedback, comments or suggestions. You acknowledge and agree that all feedback you give us will be our sole and exclusive property and you agree to assign to us all of your right, title, and interest in and to all feedback (including intellectual property rights) in the feedback and waive any moral rights you may have in such feedback.

Copyright remuneration schemes

We intend to claim remuneration from the Copyright Agency under its statutory licence in Australia in relation to photocopying, printing, accessing, sharing and using Cleverbean Content. The use by you or your School of Cleverbean Content may be included as part of a survey or monitoring conducted by or on behalf of the Copyright Agency. The printing, photocopying, sharing and use of Cleverbean Content within any survey or monitoring, may increase the copying rate as determined by the Copyright Agency.

Copyright infringement

If you believe there has been a copyright infringement impacting you or your School, then you can provide us with written notice of the alleged infringement. You must be the copyright owner or authorised to act on behalf of the copyright owner. We will use our best endeavours to respond within a reasonable time frame, and to address the issue fairly and with common sense. This may include suspending access rights to users, and/or removal of the User Content that is the subject of the alleged infringement.

Limitations of liability

The Services are provided "as is" and "as available". You agree your use of our Services is at your own risk. We do not represent or warrant that the operation of our Services will be secure, confidential, uninterrupted, error-free, accurate, complete or current. Your access to and use of our Services is not guaranteed and we will not be responsible for any damage from your access and use; and/or loss of data or content caused by our Services or their unavailability.

We are not liable for any loss or damage, however it arises, whether in contract, statute or tort (including negligence), arising out of, or in connection with:
 (a) any content that is incorrect, inaccurate or incomplete. If you rely on any such content, you do so at your sole risk and you are responsible for any independent verification of the content;
 (b) any negligence by us, our employees or contractors in connection with your use of this Services; or
 (c) third party sites or resources.

We expressly disclaim all warranties of any kind, whether express or implied, with respect to our Services, including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement.

Under no circumstances will we or our officers, employees, directors, shareholders, agents, or licensors be liable (whether in contract, tort, statutory, or otherwise) for any damages whatsoever, including direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of money, revenues, profits, goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your account's) use of our Services. Where our Services contain links to third party content or websites, we have no control over such third party content or websites and accept no responsibility for them or for any loss or damage that may arise from your use of them.

If, notwithstanding these Terms of Use, we are found to be liable to you or any third party in connection with your use of our Services, the total liability for us and our officers, employees, directors, shareholders, agents, or licensors to you or to any third party is limited to one hundred Australian Dollars ($100).

To the extent that we may not disclaim any implied warranty or limit liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted.

To the extent permitted by law, except for actions for non-payment or breach to a parties proprietary rights, no action, regardless or form, arising out of or relating to this agreement may be bought by either party more than 1 year after the cause of the action has accrued.

Indemnity

You agree to indemnify us against all claims, damages, costs, expenses (including legal fees), losses (including loss of income and business opportunities) or liabilities that are suffered or incurred by us arising from, or in connection with:

(a) your breach of these Terms of Use;

(b) your negligent, wrongful or unlawful act or omission; or

(d) any infringement of a third party’s rights.

Force Majeure

Cleverbean will not be responsible for failure or delay of performance of Services if caused by an act of God, electrical internet and telecommunication outage, government restrictions; or other events outside our reasonable control.

Notices

Notices required to be given under these Terms of Use may be sent by email at support@cleverbean.co or in the case of notices we give you, by making the information available through our Services.

Terms that survive termination

Any warranty, indemnity, or obligation of confidentiality in these Terms of Use will survive termination. Any other term which by its nature is intended to survive termination of these Terms of Use survives termination of these Terms of Use.

Entire Agreement

These Terms of Use set out the entire agreement between you and us relating to the supply of the goods and/or services described on our website or applications and supersedes all prior discussions and communications.

No waiver

The failure or delay by Us to enforce any right or provision of these Terms of Use shall in no way constitute a waiver of such right or provision, unless acknowledged and agreed by Us in writing.

Relationship

There is no relationship of employment, partnership, agency or fiduciaries between you and us.

No assignment

You or your School, must not assign any rights and obligations of these Terms of Use without Our prior, written agreement for you to do so.

Severability

If any part of these Terms of Use are found to be void, unlawful, or unenforceable, then, to the extent determined to be void, unlawful or unenforceable, that part will be deemed to be severable from the balance of these Terms of Use, and the severed part will not affect the validity or enforceability of any remaining provisions.

Governing law

This agreement is governed by and constructed under the laws of New South Wales, Australia and the courts of that jurisdiction will have exclusive jurisdiction over any dispute arising out of this agreement.

Contacting Us

Please do not hesitate to contact us at support@cleverbean.co if you have any other questions or requests in relation to these Terms of Use.

Current Promotions

We conduct promotions from time to time. The terms and conditions of current promotions are contained in this section, which we may amend at any time.

Terms and Conditions applicable to Cleverbean's 'Refer-a-Friend' Promotion

1.Application of Terms and Conditions: These Terms and Conditions apply to Cleverbean's 'Refer-a-Friend' Promotion (the "Promotion") extended to Cleverbean subscriber members (each, a "Member"). By participating in the Promotion, Members are deemed to have accepted these Terms and Conditions.
2.Duration of Promotion: Cleverbean may discontinue the Promotion at any time. The duration of the Promotion is entirely at Cleverbean’s discretion.
3.Eligibility:
 (a) To be eligible to participate in the Promotion, Members must be an active member of Cleverbean, either within their free trial period, or have an active paid Yearly or Monthly subscription.
 (b) Members who cancel their Cleverbean subscription will cease to be eligible for Promotion incentives and will relinquish their rights to accrued incentive payments, even if they rejoin as a Cleverbean Member subsequently. However re-joining Members are eligible for Promotion incentives in respect of new referrals going forward provided they satisfy or have previously satisfied the payment conditions in (a) above.
4.Promotion incentive payments:
 (a) An Eligible Member ("Referring Member") will be entitled to a $10 cash incentive payment for each new paid Member they refer to Cleverbean ("Referring Member"), in accordance with the requirements of this clause 4.
 (b) Only Referred Members who join Cleverbean via the referral link provided to the Referring Member by Cleverbean will count for the purpose of the Referring Member’s incentive payments under this Promotion.
 (c) There is no limit on the number of referrals that can qualify for the Promotion incentive payments.
 (d) The incentive payment in respect of a Referred Member will only be made to the Referring Member once the Referred Member has either: (i) completed one annual payment of a yearly subscription; or (ii) completed six monthly payments of a monthly subscription.
 (e) Cleverbean will automatically process incentive payments up to the amount of the referring Members’ total Cleverbean subscription payments as at the date of payment, and manually process incentive payments in excess of such total subscription payment amount.
 (f) Cleverbean will notify the Referring Member once an incentive payment has been made to them.
5.Collection of personal information: Cleverbean collects personal information from Members for the purpose of conducting the Promotion and may, in the course of business, disclose such personal information to third parties, as required. Personal information collected during the course of the Promotion is collected, stored and processed in accordance with Cleverbean’s Privacy Policy.
6.Exclusion of liability: Cleverbean will not be liable for any loss (including loss of opportunity) or damage (including, but not limited to, direct, indirect or inconsequential loss) in relation to the Promotion.
7. Cleverbean's discretion: Cleverbean’s exercise of any discretion reserved to it in these Terms and Conditions is final and no correspondence will be entered into. Cleverbean reserves the right to modify, suspend or terminate the Promotion, including these Terms and Conditions, without notice.
8. Governing law: The Promotion is governed by the laws of New South Wales, Australia.