Welcome, and thank you for your interest in Bidhive Academy. (“Bidhive Academy,” “we,” “us,” or “our“), which operates the web site located at http://academy.bidhive.com (the “Website“) and related application programming interfaces (“APIs”), mobile applications and online services and related applications, any Downloadable Content (as defined below), and any other products and services that Company may provide now or in the future (collectively, the “Services”). The following Terms of Service are a legal contract between you (“you” and “your“) and Bidhive Academy regarding your use of the Services. Visitors and users of the Services are referred to individually as “User” and collectively as “Users“.
1. Eligibility; Accounts.
1.1 By clicking the “I Agree” button or by otherwise using or registering an account for the Services, you represent that you are of legal age of consent to open an account under the laws of your country of residence. You also represent that you have not been previously suspended or removed from the Services by Bidhive Academy, and that your registration and your use of the Services is in compliance with any and all applicable laws.
1.2 Account. In order to use certain features of the Services, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Bidhive Academy, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorised disclosure or use of your account ID or password), then you agree to immediately notify Bidhive Academy. You may be liable for the losses incurred by Bidhive Academy or others due to any unauthorised use of your Services account.
1.4 International Use. Bidhive Academy operates the Services in Australia. If you choose to access our Services from locations outside Australia, you consent to the collection, transmission, use, storage and processing of content and data (including your personal information) in Australia. You also agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which you reside or access the Services, if and to the extent local laws are applicable to use of our Services. If you are under the age of 18, you confirm that you have received parental consent, if required in your jurisdiction, to open an account for Service and enter into these Terms. Unless we have entered into a separate, mutually executed written agreement with you that says otherwise, we do not represent that our Services are appropriate or available for use in jurisdictions outside Australia. The right to access and use the Services is not granted in jurisdictions, if any, where it may be prohibited, or where your use would render Bidhive Academy in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Laws.
3. API Terms; Other guidelines.
3.1 API Terms. Users who utilise any of Bidhive Academy’s application programming interfaces (“APIs”) additionally agree to be bound by Bidhive Academy’s API Terms of Service.
3.2 Other Guidelines. When using the Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines“). All such Guidelines are hereby incorporated by reference into the Terms.
4. Modification of the Terms.
4.1 General. Upon opening an account, you accept the Terms in the form posted on our website. Bidhive Academy reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes that are made after you open your account. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, Bidhive Academy will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the Services, and such amended terms will be effective against you on the earlier of (i) your actual notice of such changes and (ii) thirty days after Bidhive Academy makes reasonable attempt to provide you such notice. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms, you must discontinue your use of the Services. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
5. User Content License Grant.
5.1 User Content and Ownership. Bidhive Academy may permit (a) the posting and/or publishing by you and other Users of notes, questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Postings“) and (b) the posting, creation, or modification by you and other users of computer code (including source code and object code) (“User Code“) (User Postings and User Code, collectively, “User Content“). You understand that whether or not such User Content is published, Bidhive Academy does not guarantee any confidentiality with respect to any submissions. Consistent with Applicable Law, as between Bidhive Academy and you, you retain all ownership rights you have in any User Content you post or publish to the Services, and Bidhive Academy does not claim any ownership rights in or to such User Content. You acknowledge that are solely responsible for your User Content and the consequences of posting, creating, or publishing such User Content.
6. Digital Millenium Copyright Act. It is Bidhive Academy’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Bidhive Academy’s DMCA Notification Guidelines. Bidhive Academy will promptly terminate without notice your access to the Services if you are determined by Bidhive Academy to be a “repeat infringer.” A repeat infringer is a User who has been notified by Bidhive Academy of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Services more than twice.
7. Proprietary Materials
7.1 Proprietary Materials. The Services are owned and operated by Bidhive Academy. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Services (the “Services Materials“) are protected by Australian and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. Except for any User Content provided and owned by Users and except as otherwise set forth in this Section 7, all Services Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to Bidhive, and Bidhive reserves all rights therein and thereto not expressly granted by these Terms.
8. Prohibited Conduct.
YOU AGREE NOT TO:
8.1 use the Services for any commercial use or purpose unless expressly permitted by Bidhive Academy in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;
8.2 except as expressly permitted under Sections XXX and XXX of these Terms, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services Materials;
8.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;
8.4 post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
8.5 use the Services in any manner that is harmful to minors, or in any manner that violates Bidhive Academy’s Community Guideline;
8.6 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, or perform any other fraudulent activity;
8.7 delete the copyright or other proprietary rights notices on the Services or on any Licensed Educational Content, Licensed Educational Code, or User Content;
8.8 assert, or authorise, assist, or encourage any third party to assert, against Bidhive Academy or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, Licensed Educational Code, or User Content you have used, submitted, or otherwise made available on or through the Services;
8.9 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Services (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
8.10 use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
8.11 defame, harass, abuse, threaten or defraud Users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;
8.12 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, Licensed Educational Content, Licensed Educational Code, or User Content, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services, Licensed Educational Content, Licensed Educational Code, or User Content;
8.13 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
8.14 modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by Bidhive Academy herein or to the extent the foregoing restriction is expressly prohibited by applicable law; or
8.15 intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
9. Third-Party Sites, Products and Services; Links. The Services may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites“). Bidhive Academy does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK.
10. Term and Termination.
10.1 Term. These Terms shall remain in full force and effect while you use the Services unless your account is terminated as provided in these Terms, in which case you no longer have the right to use the Services.
10.2 Termination by Bidhive Academy. Bidhive Academy, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate any account (or any part thereof) you may have with Bidhive Academy or your use of the Services and remove and discard all or any part of your account, User profile, and User Content, at any time. Bidhive Academy may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have, or portion thereof, may be affected without prior notice, and you agree that Bidhive Academy will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Bidhive Academy may have at law or in equity. As discussed herein, Bidhive Academy does not permit copyright, trademarks, or other intellectual property infringing activities on the Services, and will terminate access to the Services, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.
10.3 Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Bidhive Academy in operating the Services, or (v) any content or information transmitted through the Services, is to terminate the Terms and your account. You may terminate these Terms at any time (prospectively only) by deleting your login account with the Services and discontinuing use of any and all parts of the Services.
10.3 Responsibility for Pre-Termination activity. Termination of the Terms as to any User account will not limit Bidhive Academy’s rights and remedies regarding any breach of these Terms occurring prior to such termination.
11. Representations and Warranties. You warrant, represent and agree that you will not provide any User Content or otherwise use the Services in a manner that (i) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Bidhive Academy in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Laws (collectively, “Applicable Law“); (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your account or the Services in any way, such as allowing someone else access to your account or password or submitting User Content that contains viruses. Additionally, you represent, warrant and agree that (i) you possess all rights necessary to provide your User Content and grant Company the rights in these Terms; (ii) you will comply with Applicable Laws in connection with your use of the Service; and (iii), if you are School Personnel, you understand that you are solely responsible for providing notices and obtaining consents required by Applicable Laws for students to use the Services or to provide User Content, including compliance with the applicable provisions of FERPA and COPPA when using School Consent.
12. Indemnification. You agree, to the extent permissible under your state’s laws, to indemnify, defend, and hold harmless Bidhive Academy, and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents and its third-party suppliers, licensors, and partners (“Bidhive Academy Parties“) from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party relating to or arising out of (i) your access to, use or misuse of the Services; (ii) your breach or alleged breach of these Terms, or any violation of the Terms; (iii) any breach of the representations, warranties, and covenants made herein, whether by you or by any Child User or School User whose account you have approved as a Parent User or School Personnel; (iv) your failure to comply with Applicable Laws (including any failure to obtain or provide any necessary consent or notice); (v) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content, or (vi) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users. Bidhive Academy reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Bidhive Academy, and you agree to cooperate with Bidhive Academy’s defense of these claims. You agree not to settle any such matter without the prior written consent of Bidhive Academy. Bidhive Academy will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
13. Disclaimers; No Warranties.
13.1 No warranties. The website, and all data, information, software, website materials, content (whether owned or licensed), user content, reference sites, services, or applications made available in conjunction with or through the website (the “Bidhive Academy offerings”), are provided on an “as is,” “as available,” and “with all faults” basis. To the fullest extent permissible pursuant to applicable law, the Bidhive Academy parties disclaim any and all warranties and conditions of any kind, whether statutory, express or implied, including, but not limited to, all implied warranties of merchantability, quality, availability, quiet enjoyment, fitness for a particular purpose, title, and non-infringement. No advice or information, whether oral or written, obtained by you from Bidhive Academy or through the website will create any warranty not expressly stated herein.
13.2 Content. Bidhive Academy, and the Bidhive Academy parties, do not warrant that the website or any data, user content, functions, or any other information offered on or through the website will be uninterrupted, or free of errors, viruses or other harmful components, and do not warrant that any of the foregoing will be corrected. Bidhive Academy and the Bidhive Academy parties make no representation or warranty that (1) the Bidhive Academy offerings will (a) meet your requirements or expectations, or be to your liking, or (b) will be timely, secure, accurate, free from errors or loss, or uninterrupted, (2) that the services are free from viruses or other harmful components, or (3) that any defects or errors will be corrected. Some features may be new or experimental and may not have been tested in any manner.
13.3 Harm to your computer. You understand and agree that your use, access, download, or otherwise obtaining of content, website materials, software, or data through the website (including through any api’s) is at your own discretion and risk, and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results therefrom.
13.4 Limitations by applicable law. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
14. Limitation of Liability and Damages.
14.1 Limitation of liability. Under no circumstances, including, but not limited to, negligence, will Bidhive Academy or the Bidhive Academy parties be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues or profits, loss of data, or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) even if Bidhive Academy or a Bidhive Academy parties has been advised of the possibility of such damages arising out of or relating (i) to the terms; (ii) your use of (or inability to use) the website or the Bidhive Academy offerings, or (iii) any other interactions with Bidhive Academy or any third-party through or in connection with the Bidhive Academy offerings, including other users,. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Bidhive Academy’s liability will be limited to the fullest extent permitted by applicable law.
14.2 Limitation of damages. In no event will Bidhive Academy’s or the Bidhive Academy parties’ total liability to you for all damages, losses, and causes of action arising out of or relating to the terms or your use of the website or your interaction with other website users (whether in contract, tort (including negligence), warranty, or otherwise), exceed the amount paid by you to Bidhive Academy, if any, for accessing the website during the twelve months immediately preceding the date of the claim or one hundred dollars ($100), whichever is greater.
14.3 Basis of the bargain. You acknowledge and agree that Bidhive Academy has offered the website and entered into the terms in reliance upon the disclaimers and the limitations of liability set forth herein, that the disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Bidhive Academy, and that the disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Bidhive Academy. Bidhive Academy would not be able to provide the website to you on an economically reasonable basis without these limitations.
14.3 User Interactions and Release.
(a) User Disputes. Bidhive Academy is not responsible for the actions, content, information or data of other third parties, including other Users. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Service. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person. We reserve the right, but have no obligation, to become involved in any way with these disputes.
(b) Release. If you have a dispute with one or more Users, you release us (and the Bidhive Academy Parties) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. If you are a California resident, you waive your rights under California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive your rights under any applicable statutes of a similar effect, to the fullest extent permissible under applicable law.