Thank you for you interest in KINDERPEDIA! We're glad you're here and we hope you enjoy using our platform. There are some rules you need to agree to before you use our websites and services ("Software or Services"). When we use the word "Software or Services”, we mean not only the KINDERPEDIA website, but also all the other websites, products and services that “COMPANY” may provide now or in the future (for example, the KINDERPEDIA Android app available via the Google Play Store, and the KINDERPEDIA iPhone and iPad apps available at the Apple App Store).

These Terms apply to all users of the Kinderpedia platform. By registering, accessing, or using the services, you agree to be bound by these Terms, even without a signed contract.

When using the "Software" or “Services”, you will also be subject to the KINDERPEDIA Privacy Policy and any posted guidelines, policies or rules applicable to specific features of the KINDERPEDIA Website or KINDERPEDIA Apps, which may be posted from time to time (collectively the “Guidelines”).

We have made our full Privacy Policy available here and you should read it thoroughly if you have any concerns in this area. Teachers and other nurseries, daycares, kindergartens or school staff members who opt to use the “Services” are solely responsible for (a) obtaining any necessary consents or approvals, whether from parents, the kindergarten manager, the school or any other person or entity, and (b) ensuring their use of the “Services” (i.e. the content they provide) complies with all applicable laws, regulations, guidelines and policies.

This is a contract, right?

Yes! That’s right! This “Software” is owned and operated by Kinderpedia SRL, (referred to as “COMPANY” herein). These Terms of Service, including any other Guidelines and future modifications (collectively, the “Agreement” or "Terms of Service") govern your use of the Services and is a legal contract between you and COMPANY ("COMPANY", and sometimes, when we're feeling especially friendly, "we" and "us"). By registering for an account on, or otherwise accessing or using the KINDERPEDIA Services, you acknowledge that you have read and agreed to be bound by this Agreement. If you are using the Services on behalf of an institution that has a separate written agreement with COMPANY, that agreement governs your use of the Services, provided that the contract refers specifically to these services.

If you are under the age of 18, you represent that your legal guardian has reviewed and agreed to the Terms of Service. If you don’t get your parent or guardian to read and agree to the Terms of Service, you don’t have permission to use the Services.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you”, “your” or “Member” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

Our Services are constantly changing, to keep up with the dynamic needs of nurseries, kindergartens and schools everywhere - so, these Terms might need to change, too. If they do change, we will do our best to tell you in advance by placing a notification on the KINDERPEDIA website, or we might send you an email. In certain situations (for example, where a change to the Terms is necessary to comply with legal requirements), we may not be able to give you advance notice. Changes to the Privacy Policy will be provided in advance, as described here.

If you don't like the new Terms, you are free to reject them - unfortunately, that means you won't be able to use the Services anymore. If you use the Services in any way after a change to the Terms is effective, then please remember that means you agree to all of the Terms.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing or by accepting new terms.

1. Definitions

1.1. an "Authorized User" shall mean any of the Client’s employees, collaborators, as well as parents, students and other types of personnel (such as teachers and other staff members as may be applicable given the Company’s profile) who are authorized by the Client (based on the Client’s internal documentation and/or procedures, including without limitation existing agreement between the Client and said individuals) to use the Software, Services and the Documentation, that have their own account as part of the Client’s Software account and for the behaviour and activity of which the Client may be responsible under this Agreement.

1.2. “Business Day” shall mean any day which is not a Saturday, Sunday or public holiday in the country where the Client is headquartered.

1.3. “Client Data” shall mean any pieces of data uploaded by the Authorized Users in the Client’s Software account, regardless of who that data relates to, including but not limited to data that relates to the students enrolled in the Client’s institution for which the Client access and uses the Software, to the extent such data is shared by its Authorized Users via data integration, migration methods or manual data entry method – in each case according to the Company’s instructions and the Documentation - in the Software.

1.4. "Confidential Information" shall mean information that is not publicly available, belongs to one of the Parties and is either clearly labelled as such or identified as Confidential Information according to clause 10 of this Terms of Service.

1.5. "Documentation" shall mean the documents made available to the Client by the Company via email (using the email address associated with the Client’s Software account) or in the Client’s Software account, as the case may be, which sets out a description of the Software, the Services and the instructions on how to access and use the Software and obtain the Services.

1.6. “Commencement Date” shall mean the date when terms and conditions are accepted by the Client while creating their Client’s Software account.

1.7. “Commercially Reasonable Efforts” shall mean taking all reasonable steps (in good faith) to achieve a given objective, and that in any event shall be at least such efforts that people with experience in achieving the relevant objective would generally regard as sufficient to achieve that objective.

1.8. “Party” means either the Company or the Client, “Parties” means both the Company and the Client.

1.9. "Software" shall mean either and/or both (as the context may require) the Website and Apps as developed, hosted and made available commercially by the Company to the Client, and through which the Services are being provided.

1.10. "Software as a Service (SaaS)" or “Services” shall mean the services provided by the Company to the Client through the Software under this Terms of Service, to the extent the Client has paid the Subscription Fees, and which include a range of digital tools and features designed to streamline administrative tasks, enhance communication, and improve overall management of the Client’s institution, and that provide access to educational resources to Authorized Users, as more particularly described in clause 5 of this Agreement and as these are made available from time to time by the Client.

1.11. “Subscription Fees” shall mean the amounts according to the value of the package and services selected by the Client according to this Terms of Service.

1.12. “Support Hours” shall mean the interval between 7:00 am and 5:00 pm GMT, every Business Day, during which the Company can provide the Client with Support Services.

1.13. “Support Services“ shall mean Help Desk Support and Higher-level Support, but excluding any out-of-scope services, as stated in Clause 7.8 and Kinderpedia SLA, offered by a live agent under the Company’s authority, via chat, telephone, email, remote assistance during Support Hours, and/or self-help online support available in the Software.

1.14. "Kinderpedia Privacy Policy” or "Privacy Policy” shall mean the Company’s privacy policy currently available online here.

1.15. "Kinderpedia Website”, " Website” or “Site” shall mean the Company’s website currently available at https://www.kinderpedia.co/.

1.16. "Kinderpedia Apps” or "Apps” shall mean the mobile applications owned and operated by the Company, alongside all features and modules part of them, as listed in selected subscription package, available to the Client and with specific functionalities available to different types of Authorized Users.

1.17. “Guidelines” shall mean any information posted by the Company for the Client’s better use of the Software, including but not limited to policies or rules applicable to specific features of the Software, as this may be posted from time to time by the Company.

1.18. “Consumer Price Index” refers to the consumer price index as published by the competent authorities.

1.19. "Intellectual Property Rights" means, on a worldwide basis, any and all (a) rights associated with works of authorship, including, without limitation, copyrights, copyrightable works, moral rights and mask work rights; (b) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (c) trade secret rights and rights over confidential information; (d) patents and patentable rights; (e) all rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (f) all other industrial and intellectual property rights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (g) all international, national, foreign, state and local registrations, applications for registration and any renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisions, reissues, substitutions and re-examinations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating thereto; and to settle and retain all proceeds from any such actions).

1.20. a "Business Hour" shall mean any hour in the Support Hours interval of each Business Day

1.21. "Subscription Term" or "Term of the Agreement" shall mean the period during which the Client has right to access and use the Software and receive the Services as a result of paying the applicable Subscription Fees.

1.22. “De-Identified Data” represents any pieces of Client Data that have been de-identified by Kinderpedia for the Software’s further product development, research or other purposes.

1.23. “Education Records” shall mean any data that is directly related to a child or a student and is maintained by a Client and which has a special regime under laws that govern the Client’s activity.

2. Applicability of This Agreement

These Terms apply to the Client, including to its Authorized Users, the Client being liable to inform the latter of the existence, content, and effects of these Terms to them, in any manner the Client deems appropriate.

When using the Software, you will have access to the Guidelines, which are not mandatory, but we recommend you follow them for the best possible experience while accessing and using the Software.

In addition to the Terms, please note the Company also has a Privacy Policy which you should read thoroughly and regularly check for new updates on how we process your personal data or the personal data of your Authorized Users. These Terms of Service, including any other Guidelines and future modifications, govern your use of the Software and how we provide, and you receive the Services and is a legal contract between you and us.

If requested when registering for a Client’s Software account, or otherwise accessing or using the Software, you shall acknowledge that you have read and agreed to be bound by this Terms of Service. In other cases, by accepting the terms and conditions this Agreement signifies that you have read and agreed to be bound by this Terms of Service.

3. Using The Software

You understand you may only receive the Services through the Software.

First, you have to sign up for an account, and select a password and User ID (User ID = Your Valid Email Address). You promise to provide us with accurate, complete, and updated registration information about yourself. Failure to do so shall constitute a breach of these Terms of Service, which may result in immediate termination of your KINDERPEDIA account.

KINDERPEDIA reserves the right to refuse registration of, or cancel a User ID in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your KINDERPEDIA password. You shall never use another user’s account without such other user’s prior express permission. You will immediately notify KINDERPEDIA in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You are solely responsible and liable for activity that occurs on your Software account and shall be responsible for maintaining the confidentiality of your Software account’s password. You shall never use another Client’s account without such other Client’s prior express permission, which you are exclusively responsible to obtain beforehand. You will immediately notify KINDERPEDIA in writing, through the Support Services, of any unauthorised use of your Software account, or other account-related security breach of which you are or become aware.

KINDERPEDIA has no control over, and shall have no liability for, any damages resulting from, the use (including without limitation re-publication) or misuse by any third party of information voluntarily or involuntarily made available by you by means of your Authorized Users and through the Software. While KINDERPEDIA takes all necessary cautions to prevent unauthorised access to your Client account and secure the virtual space of interaction within the Software, we may take no responsibility for information shared voluntarily between Clients and/or their Authorized Users.

We assume that any access to your Client account is done by an Authorized User with rights to do so (as configured by us or you in your Client account), and KINDERPEDIA does not perform additional checks related to who/how they access your Client account. You are responsible for informing the Authorized Users about any and all of their rights and obligations arising from this Agreement, and of their roles as Authorized Users.

We are constantly changing and improving the Software. We may add or remove functionalities or features, and we may stop (permanently or temporarily) providing the Software (or any features within the Software) to you or to the market generally, including, for example if we decide to this in connection only to you as a result of you not complying with this Terms of Service or while we are investigating suspected misconduct conducted by one or several of your Authorized Users, in which case we will not allow you to access and/or use the Software (or any features within the Software), once we submit a prior written notice in this respect, using your contact details in your Software account. Depending on the gravity of the suspected misconduct, suspending your access and/or use of the Software may be made without prior written notice.

4. General Rules Related to this Terms of Service

4.1. This Agreement shall begin on the Commencement Date and shall continue to remain in force until the expiration of the Term of the Agreement. The Agreement shall be automatically extended for subsequent periods of one (1) year, unless either Party notifies in writing to the other Party its intention to terminate the Agreement, at least thirty (30) calendar days before the expiry of each contract year (as extended, as the case may be).

4.2 The Software made available to the Client is described in selected subscription package available on the pricing and subscription page. This Agreement and access to the Software along with the Services being provided shall only remain in effect during the Term of this Agreement and to the extent the Client has paid the Subscription Fees according to the commercial details and choosed packages.

4.3. This Agreement sets the relationship between the Parties. Once the Client is onboarded in the Software by the Company, the Client is exclusively responsible to set the access and user rights for the types of Authorized Users which may be configured depending on the type of Client account (Nursery/Kindergarten/School Account Type/ public authority / other entity account type).

4.4. The Software hosts Client Data generated by Authorized Users.

4.5. By accepting the Terms of Service, the Client has the right to access and use the Software. During the Subscription Term, the Client will receive a nonexclusive, non-assignable, worldwide right to access and use the Software solely for one of their businesses (as declared while creating a Client account and/or in the preamble to this Agreement), subject to the terms of this Agreement and up to the number of Authorized Users. Parties will agree expressly if the Client may use the Software for more than one of their businesses.

4.6. The Company does not monitor or exercise any control over the Client Data, other than when and if indicated in this Terms of Service, its schedules and/or any other documents published in the Software and governing the relationship between the Parties.

4.7. If the Client manages several locations under their control and wants to benefit from the Services in all these locations, they will be able to do so by configuring each location under the same Client’s Software account.

5. Services and Subscription Term

5.1 The details of the Subscription Fees are listed in pricing and subscription page, available on the website and in the customer account.

5.2 The Subscription Fees shall be paid in advance, prior to the Software being made available to the Client. The details of the advance payments are also listed in subscription page in the customer account.

5.3 All payments due under the Agreement shall be made in selected package currency.

5.4 All Subscription Fees are exclusive of VAT, except otherwise provided by applicable laws, or any other taxes, levies, duties which may apply, and which will be charged at the prevailing rate at the moment the invoice is issued and, if applicable, based on the Client’s country of residence. If any taxes are found to be applicable, the appropriate amount of tax shall be added to the invoice and due by the Client.

5.5 All Subscription Fees which are already paid shall be non-cancellable and non-refundable. This will not affect your rights under this Agreement that became effective before the cancellation (e.g. you will be able to access and use the Software for the entire remaining Term of the Agreement).

5.6 All payments are inclusive of any set-up fees, hosting fees, support fees and user fees that the Company could have invoiced separately.

5.7 The Client's right to access and use the Software is contingent on the timely payment of the Subscription Fees, as well as all other fees and charges due under the Agreement. In the event the Client fails to pay any Subscription Fees, or any other fees or charges when due, the Company may, in its discretion, decide to cancel or suspend the Client’s access and use of the Software, along with the suspension or cancellation of any specific Services being provided hereunder in accordance with Section 22.

5.8 The Client shall be liable and responsible for the payment of any and all taxes due by the Client as a result of accepting this Terms of Service. The Client may not ask for any reimbursement from the Company for such taxes.

5.9 All invoices shall be payable within fourteen (14) calendar days after their issuance, unless otherwise agreed, and without prejudice to any other rights and remedies that KINDERPEDIA may have. Art. 5.7. shall apply accordingly.

5.10 All amounts due under this Agreement shall be paid by the Client to KINDERPEDIA in full without any set-off, counterclaim, deduction or withholding in relation to amounts due by KINDERPEDIA to the Client.

5.11 Any amounts unpaid by the Client shall accrue interest on a daily basis until received in full by KINDERPEDIA (whether payment happens before or after any court judgment), at the rate of 4% per annum. Total interest can surpass the value of the amounts unpaid.

5.12 KINDERPEDIA may, on an annual basis and with effect from each anniversary of the Commencement Date, increase the Subscription Fees in line with the Consumer Price Index in the preceding 12-month period. During the active subscription term, KINDERPEDIA agrees that the Subscription Fees shall remain fixed and unchanged.

6. Client Data

6.1. Unless other agreements between the Client and the Authorized Users provide otherwise, the Client shall own all rights, title, and interest in and to the entire Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Client Data.

6.2. The Company shall, in providing the Services, comply with its Privacy Policy as available in here, as such document may be amended from time to time by the Company in its sole discretion.

6.3. The Client shall ensure that they are entitled to transfer the relevant Client Data that contains or is personal data belonging to the Authorized Users, to the Company through the Client’s Software account, so that the Company in its turn may lawfully process that personal data in accordance with this Agreement.

6.4. The Client shall ensure that all Authorized Users and, where applicable, any relevant third parties have been informed of, and/or have given their consent to, any processing activity carried out by either Party under this Agreement, as required by all applicable data protection legislation and according to the Privacy Policy.

6.5. The Company shall process any personal data only in accordance with the terms of this Agreement, Privay Policy and any lawful instructions reasonably given by the Client from time to time.

6.6. Each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction, or damage.

6.7. Subject to the terms and conditions of this Agreement, the Client shall grant to the Company a limited, non-exclusive, and non-transferable license, to copy, store, configure, perform, display and transmit Client Data solely as necessary to provide the Software to the Authorized Users.

7. Rights, Obligations and Warranties of the Company

7.1. The Company undertakes that the Services will be performed in accordance with the Service Level Agreement.

7.2. The undertaking in clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to the Company's instructions, or modification or alteration of the Software by any party other than the Company or the Company's duly authorized contractors or agents. If the Software does not conform with the foregoing undertaking, the Company will, at its expense, use all Commercially Reasonable Efforts to correct any such non-conformance promptly. Notwithstanding the foregoing, the Company:

• 7.2.1. does not warrant that the Client's access to and use of the Software will be uninterrupted or error-free; nor that the Services, Documentation and/or other information obtained by the Client through the Software will meet the Client's requirements; and
• 7.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, which are required to access and use the Software, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities which are required for the Services and Documentation to be provided through the Software.

7.3. This Agreement does not form the basis of any exclusivity relationship between the Client and the Company. The existence of this Agreement does not restrict the Company from entering into similar agreements with third parties or from independently developing, using, selling, or licensing documentation, products, and/or services that are similar to those provided under this Agreement. In the event that such circumstances arise, the Company shall fully comply with the provisions outlined in clauses 9 and 10 of this Terms of Service in what concerns the Client.

7.4. The Company warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Terms of Service.

7.5. The Company warrants that the Software is hosted on a secure and well-maintained cloud platform. The Company performs automated infrastructure database backups regularly.

7.6. The Company shall use its Commercially Reasonable Efforts to provide Support Services during the Support Hours so long as the Client pays all Subscription Fees due under this Terms of Service and unless the Service Level Agreement explicitly provides otherwise.

7.7. The Company will supply its Support Services in accordance with the Service Level Agreement. The Support Services do not include any assistance towards any hardware, third party software (e.g. Stripe Payment Gateway, available at www.stripe.com or Brio solution, available at www.brio.ro, which is not owned or operated by the Company) or other equipment which the Client may use to connect with the Software.

7.8. The Company shall from time to time to perform security audits on the platform and to ensure that its Software complies with the relevant specifications and latest updates to maintain the data transfer safe and secure. The Client shall be informed promptly about such audits and potential effects to the use of the Software.

8. Rights, Obligations and Warranties of the Client

8.1. The Client shall:

• 8.1.1 cooperate with the Company in good faith at all times in relation to the execution of this Agreement;
• 8.1.2 provide the Company with all necessary information as may be required by the Company during the execution of this Agreement;
• 8.1.3 comply with all applicable laws and regulations relevant for its activity and in respect of this Agreement;
• 8.1.4 carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's delivery of its responsabilities, the Company may adjust any agreed timetable or delivery schedule as is reasonably necessary if these are affected by the Client’s delays, and shall inform the Client accordingly;
• 8.1.5 obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this Agreement, including, without limitation, to access the Software;
• 8.1.6 ensure that its network and systems comply with the relevant specifications provided by the Company from time to time, needed to access the Software; and
• 8.1.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company's Software, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the Internet.

8.2. The Client shall not access, store, distribute or transmit any viruses or malwares, or any material while accessing and/or using the Software that:

• 8.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• 8.2.2 facilitates illegal activity;
• 8.2.3 depicts sexually explicit images;
• 8.2.4 promotes unlawful violence;
• 8.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability;
• 8.2.6 causes damage or injury to any person or property.\

8.3. Any breach of clause 8.2. above grants the Company the right to cancel or suspend the Client's access to the Software. Client shall be exclusively responsible for any effect this cancellation or suspension has over the Authorized Users.

8.4. The Client shall not, except as may be allowed by any applicable law or by the rights granted under this Agreement:

• 8.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
• 8.4.2 attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software; or
• 8.4.3 access all or any part of the Software and Documentation to build a product or service which competes with the Software and/or the Documentation; or
• 8.4.4 use the Software and/or Documentation to provide services to third parties other than the Authorized Users; to that end, Client acknowledges that the Software is intended for the Client's internal use only and is not to be resold or distributed to any third parties other than the Authorized Users; or
• 8.4.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or Documentation available to any third party except the Authorized Users; or
• 8.4.6 attempt to obtain, or assist third parties in obtaining, access to the Software and/or Documentation, other than as provided under this Agreement.

8.5. The Client shall not delete, fail to reproduce or modify any patent, copyright, trademark, other distinctive signs or other proprietary rights notices which appear on or in the Software and/or Documentation.

8.6. Use of the information related to the Software transmitted or obtained over the Internet: The Client understands and acknowledges that the Internet and communications over the Internet may not be secure, and that connecting to the Internet comes with the risk of unauthorized access to the Client’s computer systems, networks, and all data stored therein. The information and data related to the Software transmitted through the Internet or stored on any equipment through which Internet information is transmitted may not remain confidential, and the Client is exclusively responsible for this. The Company makes no representation or warranty regarding privacy, security, authenticity, non-corruption, or destruction of any such information. Use of any information transmitted or obtained over the Internet is at the Client's own risk, and the Company shall not be responsible to the Client for any adverse consequence or loss whatsoever from use of the Internet.

8.7. Responsibility over Client Data: The Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, timeliness, appropriateness, and Intellectual Property Rights and right to use all of the Client Data (including, but not limited to, with respect to any personally identifying information) that the Client uploads in the Software. In the event of data loss caused by the Client or its Authorized Users, the Company will make Commercially Reasonable Efforts to restore the data from backups. However, the Company shall not be held liable for any deletion, correction, destruction, damage, loss, or failure to store Client Data resulting from actions or omissions of the Client or its Authorized Users.

8.8. During the Client's access and use of the Software, the Client shall comply with all applicable laws, including, without limitation, laws governing the protection of personally identifiable information and other laws applicable to the protection of Client Data and will ensure that the Services provided by the Company are used in conformity with all applicable laws and regulations and third-party rights.

8.9. Suspension for ongoing harm: The Company reserves the right to suspend access to and use of the Software if the Company reasonably concludes that the Client’s or an Authorized User's access to or use of the Software is causing immediate and ongoing harm to the Company or others. In such a case, the Company shall immediately notify the Client of the suspension and the Parties shall diligently attempt to resolve the issue. The Company shall not be liable to the Client or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the access to and use of the Software in this instance.

9. Proprietary Rights

9.1. The Company respects the Intellectual Property Rights of others and expects the Client to do the same. We reserve the right to choose the proper action, including to suspend access to/delete Client Data, when an alleged copyright or other type of infringement of that Client Data is brought to our attention, except when such action is mandatory by law, in which case we will proceed to the suspension immediately. We will inform you promptly of such a course of action. In appropriate circumstances, KINDERPEDIA will also terminate access to and/or use of the Client’s Software account if the Client (or an Authorized User of theirs) is determined to be a repeat infringer.

9.2. The Client retains all ownershp and rights over Client Data uploaded or shared through the Software.

9.3. The Client grants the Company a license to use the Client Data uploaded or shared through the Software.

9.4. The rights granted above are non-exclusive, non-transferable, sub-licensable, limited in time to the duration of the Subscription Term.

9.5. The Company acknowledges and agrees that it shall not use, reproduce, distribute, modify the Client Data without the prior written consent of the Client, except as necessary to execute this Agreement. The Company shall not claim any ownership rights over the Client Data, and any use of the Client Data beyond the scope of this Agreement shall require the explicit and prior written permission of the Client.

9.6. You represent and warrant that all Client Data and Authorized User which you provide in the Software, shall be original work and will not be based on, or derived from, the proprietary information or items of a third party for which you or that Authorized User do not have the relevant rights. You will defend and indemnify Company and its affiliates from any claims resulting from any Client Data provided by you or your Authorized Users hereunder.

9.7. KINDERPEDIA, however, reserves the right to identify and terminate Authorized Users under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behaviour by that Authorized User.

9.8. The Company warrants that it exclusively owns all Intellectual Property Rights in the Software and the Documentation. Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Software or the Documentation, except for the right to use and access the Software.

9.9. The Company confirms that it has all the Intellectual Property Rights in relation to the Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9.10. Except as specified herein, the Client does not acquire any rights, express or implied, in the Software, and the Client has no right to commercialize or transfer the Software, in whole or in part. No license, right or Intellectual Property Right in any of the Company trademark, trade name or service mark is granted pursuant to this Agreement.

10. Confidential Information

10.1. Each and any Party (a "Disclosing Party") may disclose or grant to any other Party (a "Receiving Party") access to information that the Disclosing Party considers confidential or proprietary (the "Confidential Information"). Confidential Information, as used in this Agreement, shall mean any information or data which (a) is not public or is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure. Client Data is considered as “Confidential Information” for the purpose of this Terms of Service.

10.2. A Disclosing Party's Confidential Information shall not include information that (a) is or becomes part of the public domain through no act or omission of a Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (c) is disclosed to the Receiving Party by a third party who is not subject to an obligation of non-disclosure with respect to such information; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

10.3. The Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use the Disclosing Party's Confidential Information for any purpose, other than as strictly required for the fulfillment of its respective rights and responsibilities under this Agreement. Without limiting the generality of the foregoing, the Receiving Party shall not disclose Confidential Information of the Disclosing Party to any of the Receiving Party's employees or agents, except those who have a need to know such information for the performance of Receiving Party’s obligations under this Agreement. The Receiving Party agrees to take Commercially Reasonable Efforts to ensure that Confidential Information is not disclosed or distributed by the personnel under their supervision in breach of this Agreement, including, but not limited to, binding each permitted member of personnel to whom Confidential Information is disclosed of their obligations regarding confidentiality and non-use of such information. The Receiving Party shall be fully responsible for any breach of this Agreement by its employees. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.

10.4. The Parties agree to return to each other, or to destroy upon written request of the other Party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other Party, or, if not requested earlier, upon completion of the transaction or termination of this Agreement. The Parties agree that such requests exercised during the Subscription Term may make the other Party unable to fulfill its obligations under this Agreement and, therefore, the Agreement shall terminate, by way of consequence. Upon destruction of Confidential Information or any copies thereof, the Party accomplishing such destruction shall certify in writing to the other Party that such destruction has occurred.

10.5. The Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.

10.6. Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright, trademark, or other proprietary right over the Confidential Information is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such Confidential Information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.

10.7. The provisions of this Clause 10 shall survive expiry or termination of the Agreement for any reason whatsoever without limit in time.

11. Indemnity

11.1. Indemnification by the Company: If a third party makes a claim against the Client that the Software infringes any patent, copyright or trademark, breach of confidentiality, or misappropriates any trade secret, or that the Company's negligence or wilful misconduct has caused bodily injury or death, the Company shall defend the Client and its directors, officers and employees against the claim at the Company's expense, and the Company shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Company, to the extent arising from the claim. The Company shall have no liability for any such claim based on (a) the Client Data, (b) modification of the Software not authorized by the Company, regardless of who makes the modification, or (c) use of the Software other than in accordance with the Documentation and this Agreement. The Company may procure for the Client the right to continue the use of the Software, modify the Software in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to the Client any amount paid by the Client with respect to the Subscription Term following the termination date.

11.2. Indemnification by the Client: If a third party makes a claim against the Company that the Client Data infringes any patent, copyright or trademark, or misappropriates any trade secret, the Client shall defend the Company and its directors, officers and employees against the claim at the Client's expense, and the Client shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Company, to the extent arising from the claim.

11.3. Conditions for Indemnification: A Party seeking indemnification under this section shall (a) promptly notify the other Party of the claim, (b) give the other Party sole control of the defence and settlement of the claim, and (c) providethe assistance, information, and authority reasonably requested by the other Party in the defence and settlement of the claim.

11.4. This Clause 11 shall survive termination of this Agreement.

12. Privacy. Kinderpedia Complies With GDPR

Your privacy is of utmost importance to us. We have carefully crafted our Privacy Policy to align with the regulations set forth by GDPR. Our Privacy Policy outlines how we handle your personal information, ensuring its protection and respecting your privacy when you use our Software.

We strongly encourage you to regularly review our Privacy Policy and use it as a resource to make well-informed decisions.

For a comprehensive understanding of this clause and its related provisions, please refer to the appendixes included in this agreement: Data Protection & Security Policy and Our Privacy Policy.

13. Client Data and Information on Services

All Client Data and materials displayed in the Software (including, but not limited to, text, graphics, articles, photos, images, illustrations, other Authorized User submissions, whether publicly posted or privately transmitted), is the sole responsibility of the Authorized User who created and uploaded such Client Data and so forth are protected by copyright and other intellectual property laws. We may not monitor or control Client Data and we cannot take responsibility for it. Any use or reliance on any Client Data or obtained by you through the Software is at your own (or the Authorized User’s) risk.

We do not own, endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Client Data or endorse any opinions expressed via the Software. You understand that, by using the Software, you may be exposed to Client Data that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will the COMPANY be liable in any way for any Client Data, including, but not limited to, any errors or omissions in any Client Data, or any loss or damage of any kind incurred as a result of the use of any Client Data posted, emailed, transmitted or otherwise made available via the Software.

When you or an Authorized User delete Client Data, it is deleted in a manner similar to emptying the recycle or trash bin on a computer, except for cases in which you have expressly requested or restricted other deletion rights in your Client’s Software account.

When you delete your Client’s Software account, you will lose access to the Software. When an Authorized User deletes their account, we will stop displaying their Client Data to other Authorized Users (if applicable), but you understand and agree that it may not be possible to completely delete that Client Data from KINDERPEDIA's records, and that Client Data may remain viewable elsewhere to the extent that they were copied or stored by other Authorized Users.

You agree that the Authorized Users which are parents or employees might not be able to simply delete their Authorized User account and that their accounts must be declared inactive by us – at your request - in advance in this regard.

However, you understand that any removed Client Data may persist in backup copies for a reasonable period of time (but will not be available to other Authorized Users or Clients). You are responsible for making sure that you (or the Authorized Users) have all rights in the Client Data, including the rights necessary for you to grant us the foregoing licences so that the Client Data persists after you (or the Authorized User) have removed it.

Our automated systems analyse your Client Data (including emails) to provide you personally relevant Software features, such as customised search results, and for spam and malware detection. This analysis occurs as the Client Data is sent, received, and when it is stored.

You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Client Data you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, licence, sell or otherwise exploit for any purpose any Client Data not owned by you, without the prior consent of the owner of that Client Data or in a way that violates someone else's (including KINDERPEDIA's) rights. For example, if an Authorized User shares a really creative lesson plan on KINDERPEDIA, that doesn't mean you can print it out and start distributing it to other people - unless the owner specifically told you in writing that you could.

You understand that the Company owns the Software and provides the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any parts of the Software.

The Software may allow you to copy or download certain Client Data; please remember that just because this functionality exists, it doesn't mean that all the restrictions above don't apply.
Finally, you understand and agree that the Company, in performing the required technical steps to provide the Services to Clients (including you), may need to make changes to Client Data to conform and adapt that Client Data to the technical requirements of connection networks, devices, services, or media. You understand and grant the Company a license over Client Data in this regard, throughout the Term of the Agreement.

We always appreciate your feedback or other suggestions about KINDERPEDIA, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).

14. European Convention On Human Rights (ECHR)

If applicable, certain information that may be provided to KINDERPEDIA by Authorized Users such as teachers, teacher aides, or other personnel of a Client (a “School Official”) that is Education Record. Additionally, certain information, provided to KINDERPEDIA by School Officials about a child, such as child name and grade level, may be considered directory information and thus not an Education Record. A Client may not generally disclose personally identifiable information from an eligible child’s education records to a third party without written consent of the parent.

KINDERPEDIA will never share Education Records with third parties except as directed by a KINDERPEDIA Authorized User (e.g., teacher sharing with another teacher or parent); or to our service providers the services of which we use to provide the Software, as stated in our Privacy Policy. A list of our current essential service providers is located here (https://www.kinderpedia.co/third-party-providers.html). Education Records are NEVER used or disclosed for third party advertising or any kind of first- or third-party behaviorally targeted advertising to children or parents. Additionally, information collected directly from a parent using KINDERPEDIA is never used or disclosed for third party advertising, or any kind of first- or third-party behaviorally targeted advertising, and personal information collected from a child is never sold or rented to anyone. This section shall not be construed (i) to prohibit KINDERPEDIA from marketing or advertising directly to parents so long as the marketing or advertising did not result from the use of Educational Records to provide behaviorally targeted advertising or (ii) to limit the ability of KINDERPEDIA to use child’s information or Educational Records for adaptive learning or customised child learning purposes, provided in both the above cases Kinderpedia’s actions do not constitute a violation of its privacy and data protection obligations.

KINDERPEDIA may use De-Identified Data. De-Identified Data will have all direct and indirect personal identifiers removed, this includes, but is not limited to, name, date of birth, demographic information, location information and school identity. KINDERPEDIA agrees not to attempt to re-identify the De-Identified Data and not to transfer the De-Identified Data to a third party unless that party agrees not to attempt re-identification.

15. Registration, Account Security and Safety – Relevant For Users and Authorized User (please inform your Authorized Users of this section, ‘you’ is referring expressly to each Authorized User part of your Client’s Software account)

You may browse the Website but you cannot view any of the Client Data without registering, but as a condition to using certain aspects of the Software, you are required to register as a Client with KINDERPEDIA and represent, warrant, and covenant that you provide KINDERPEDIA with accurate, truthful, and complete registration information (including, but not limited to your name/entity name, e-mail address, and a password you will use to access the Software) and to keep your registration information accurate and up-to-date.

You are responsible for safeguarding the password that you use to access the Software and for any activities or actions under your password. KINDERPEDIA recommends you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and also to activate the two factor authentification from your account. KINDERPEDIA cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

We do our best to keep KINDERPEDIA safe, but we cannot guarantee it. We need your help to keep KINDERPEDIA safe, which includes the following commitments by you when using our Software:

• You will not misuse another Authorized User’s User ID or assign a User ID to an inexistent person or create any account for anyone other than yourself without such person’s permission;
• You will not use a teacher, kindergarten/school, employee or collaborator name that is the name of another person or institution with the intent to impersonate that person or that institution;
• You will not use a name or an Authorized User User ID that is subject to any rights of a person other than you without appropriate prior authorization;
• You will not use a name or an Authorized User User ID that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.
• You will not select for your KINDERPEDIA Authorized User User ID an email that you don't have the rights to use or another person's email with the intent to impersonate that person;
• You will keep your contact information accurate and up-to-date;
• You will not share your password (or in the case of parents, your child’s transfer code), let anyone else access your account, or do anything else that might jeopardise the security of your account;
• You will not transfer your Authorized User account (including the nursery/kindergarten/school page you administer) to anyone without first getting our written permission;
• You will only use the Software as permitted by law, including applicable export or re-export control laws and regulations;
• You will not transmit to KINDERPEDIA or upload to the Software any Harmful Code, viruses or other malicious code, files or programs for any reason or for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorised person to cause such result; or (c) would enable an unauthorised person to access another person's information without such other person's knowledge and permission.
• You will not collect, solicit, or otherwise obtain login information or access an account belonging to someone else.
• You will not collect, use, or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of applicable law or regulations.
• You will not engage in unlawful multi-level marketing, such as a pyramid scheme, while using the Software.
• You will not bully, intimidate, or harass any user or use the Software in any manner that is threatening, abusive, violent, or harmful to any person or entity, or invasive of another’s privacy.
• You will not post content that: is hate speech, discriminating, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
• You will not impersonate a KINDERPEDIA employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity.
• You will not facilitate or encourage any violations of this Agreement or our policies.

Failure to do so shall constitute a breach of these Terms of Service, which may result in immediate termination of your KINDERPEDIA account.

16. Restrictions

The Client shall not, and shall not permit anyone to: (a) copy or republish the Software, (b) make the Software available to any person other than Authorized Users, (c) use or access the Software to provide service bureau, time-sharing or other computer hosting services to third parties, (d) modify or create derivative works based upon the Software or Documentation, (e) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Software or in the Documentation, (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Software, except and only to the extent such activity is expressly permitted by applicable law, or (g) access the Software or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, the Company shall own all right, title and interest in and to the Software, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and Intellectual Property Rights therein. The Client agrees to assign all right, title and interest it may have in the foregoing to the Company.

17. Amendments. Change of Services or Agreement

KINDERPEDIA is a dynamic management and communication tool, so the Software and/or Services will change over time. We may change, suspend, or discontinue, temporarily or permanently, any part of the Software and/or Services with or without notice, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Software and/or Services.

We’ll provide you with prior notice of such modifications, by displaying a pop-up notice at your first login in the Client’s Software account after these modifications occured. Changes will not apply retroactively and will only become effective when (a) you use the Software after you know about the change, or (b) thirty (30) days after they are notified (whichever is later). However, changes addressing new functions of the Software or the Services, or changes made for mandatory legal compliance reasons will be effective immediately, except for the case where the modification affects your rights or obligations under this Agreement or concerns the provisions of this Agreement, in which case the modification will apply according to the rules from letters (a) and (b) above.

18. Warranty Disclaimer and Limitation of Liability

18.1. In no event shall the Company, its employees, agents, and subcontractors be liable to the Client to the extent that an alleged infringement of the Company is based on:

1. a modification of the Software or Documentation by the Client or any party acting on its behalf, or as a result of any breach or failure by the Client to abide by their obligations; or
2. the Client's use of the Software or Documentation in a manner contrary to the instructions given to the Client by the Company or to this Agreement; or
3. the Client's use of the Software or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority.

18.2. This clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Company in respect of:

1. any breach of this Agreement;
2. any use made by the Client of the Software and Documentation or any part of them; and
3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

18.3. Except as expressly and specifically provided in this Agreement:

1. the Client assumes sole responsibility for results obtained from the use of the Software and the Documentation by the Client, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Client in connection with the Software, the Services and/or the Documentation, or any actions taken by the Company at the Client's direction;
2. all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law, are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
3. the Services and the Documentation are provided to the Client on an "as is" basis and with respect of Clause 7.1 and the SLA.

18.4. The Company shall not be liable to the Client, whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

18.5. The Company's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid by the Client during the Term of the Agreement up to the date on which the claim arose.

18.6. The Client is responsible for complying with all applicable laws, including for (a) obtaining any necessary consents or approvals, whether from parents, the kindergarten or school manager, the school IT administrator, employees, collaborators or any other Authorized User, person, or entity, and (b) ensuring their use of the “Services” (i.e. the content they provide) complies with all applicable laws, regulations, guidelines and policies.

You acknowledge that KINDERPEDIA has no control over, and no duty to take any action regarding: which Clients and/or Authorized Users gain access to the Software; what Client Data you access via the Software; what effects the Client Data may have on you; how you may interpret or use the Client Data; or what actions you may take as a result of having been exposed to the Client Data.

The Software allows the arrangement of physical meetings, activities and event(s) at venues that include, but are not limited to, schools, public areas, private homes or private retail facilities. KINDERPEDIA does not supervise these meetings, activities or event(s) and is not involved in any way with the actions of any individuals at these meetings, activities or event(s). Therefore, KINDERPEDIA has no control over the identity or actions of the individuals who are present at these meetings, activities or event(s), and KINDERPEDIA suggests that you use caution and sound judgement when attending these meetings, activities and event(s). For the avoidance of doubt, the Client bears exclusive responsibility for conducting these meetings, activities and event(s).

You acknowledge and agree that your participation in any event(s) scheduled using the Software or in any other way connected with the Software is fully at your own risk. You further acknowledge and agree that any activity you participate in during the event(s) shall be purely voluntary and conducted at your own choice. You hereby assume all risks associated with any activities, including all risks of personal injury or property damage to yourself or others. The Client bears responsibility to inform the Authorized Users about such event(s), participation requirements, etc. Kinderpedia shall not be responsible for any damage associated with these events.

You release KINDERPEDIA from all liability for you having acquired or not acquired Client Data through the Software. The Software may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. KINDERPEDIA does not make any representations or warranties concerning any Client Data contained in or accessing through the Software, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of Client Data contained in or accessed through the Software.

KINDERPEDIA will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Software, to the extent it was caused by anything beyond the reasonable control of KINDERPEDIA and thus could not have been foreseen or avoided by KINDERPEDIA. In the event of data loss caused by the Client or its Authorized Users, you also agree that KINDERPEDIA has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Client Data and other communications performed through the Software.

THE SERVICES, CLIENT DATA, WEBSITE, APPS AND SOFTWARE ARE PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

WE TRY TO KEEP THE SOFTWARE UP AT ALL TIMES, BUG-FREE AND SAFE. KINDERPEDIA IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

NOTHING IN THESE TERMS OF SERVICE SHALL BE DEEMED TO EXCLUDE OR LIMIT THE COMPANY’S LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN UNDER THIS AGREEMENT.

19. Payments & Billing Cycle

19.1. Billing. The Software is available under monthly or yearly subscription plans. Payments for subscription plans shall be made in advance. Payments for subscription plans can be made also by credit card. Your subscription will only be renewed upon acceptance, which may be tacit, by means of invoice being paid. At the time of renewal, the Subscription Fee will be charged to the credit card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different credit card.

If you have not canceled your plan and if you have not opted out of the Software or made the desired changes to the payment details, it counts as a tacit renewal of the Subscription Term and you will be presumed to have authorized KINDERPEDIA to charge the Subscription Fee to the credit card last used by you.

19.2. Downgrades. Your Client’s Software Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay your Subscription Fee on time or if we cannot process the payment via credit card within fifteen (15) days or after three (3) attempts, we reserve the right to downgrade your account or cancel it, as the case may be. Art. 5.7. shall apply accordingly. The upgrade to a paid Client’s Software Account, once it has been downgraded due to the impossibility to process the payment, may only be performed individually by you, following the same payment procedure as the first time. In such case, a new Client’s Software Account shall be activated.

19.3. Changes. From time to time, we may change the value of the Subscription Fee or charge for use of parts of the Software and/or Services that are currently available for free. If we increase the value of our Subscription Fee, we will provide notice of the change on the Website and by email to you at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount. Any increase in the value of the Subscription Fee will not apply until the expiry of your then current billing cycle.

20. Links. Third Parties and User Interactions

The Software may contain links to other sites on the Internet, which are owned and operated by third party vendors and other third parties (the “External Sites”). If these links are shared or uploaded by the Client or its Authorized Users, you acknowledge that KINDERPEDIA is not responsible for the availability of, or the Client Data located on or through, any External Sites. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites.

We encourage you and your Authorized Users to be aware when you leave the Website and/or Software and/or Apps and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilise. KINDERPEDIA has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites, or which you or your Authorized Users post to or through the Software.

Your interactions with organisations and/or individuals found on or through the Software, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organisations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties (including without limitation publishers). You agree that KINDERPEDIA shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

KINDERPEDIA is not responsible for the actions, content, information or data of other third parties, including yours or your Authorized Users’. You are solely responsible for your interactions with other users of the Software, and any other parties with whom you interact through the Software. We reserve the right, but have no obligation, to become involved in any way with these disputes.

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Software and/or Services.

21. Social Media

KINDERPEDIA may, now or in the future, incorporate certain functions that allow you to interact with the Software through your accounts on certain supported third-party services, such as social networks or network storage sites (the “Linked Accounts”), such as with “Like” and “Share” buttons, or similar features. If you choose to use such features, you grant KINDERPEDIA permission to access and use your Linked Account for the purpose of processing your requests. Your use of Linked Accounts is subject to the applicable third-party terms.

Kinderpedia does not share your / your Authorized Users’ personal information with Facebook / Twitter / Instagram/ Linkedin / TikTok or other social media.

22. Termination

This Agreement shall remain in full force and effect while you use the Service and pay the subscription. You may terminate your use of the Services or you may also delete your account at any time by contacting us at support[at]kinderpedia.co – parents, you can terminate your account or your child’s account from your account settings page by pressing delete button and confirm with your password or you can also terminate by contacting the school representatives.

As a consequence, you will not longer benefit from the Software and Services and you will not be entitled to get the refund of your paid Subscription Fees under this Agreement. Please refer to our Privacy Policy, as well as the licences above, to understand how we treat information you provide to us after you have stopped using the Software.

If this Agreement terminates:

• the rights granted by the Company to the Client shall cease immediately (except as set forth in this section).
• the Company shall immediately cease providing access to the Software, and all usage rights granted under this Agreement shall terminate.
• If the Company terminates this Agreement due to a breach by the Client (e.g. art. 8, 5.2, 5.8), the Client shall not be able to continue to use the Software and shall be liable for immediate payment of all amounts due under this Agreement, including any amounts that would have become due during the remaining term of this Agreement had it not been terminated. In addition to the payment obligation, the Company reserves the right to seek damages and take necessary legal actions in accordance with the indemnification provisions outlined in this Agreement.
• Upon termination of this Agreement and upon subsequent written request by the Disclosing Party, the Receiving Party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the Receiving Party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

Sections 9 (Proprietary Rights), 10 (Confidential Information), 11 (Indemnity), 13 (Privacy. Kinderpedia Complies with GDPR), 18 (Warranty Disclaimer and Limitation of Liability), 22 (Effects of Termination), 25 (Disputes. Costs and Attoneys' Fees), and 34 (Miscellaneous) shall survive expiration or termination of this Agreement.

The Company reserves the right to purge and delete all of the Client Data and information, if any, in its possession, upon the termination or expiration of this Agreement.

Any unpaid invoices that are due at the time of termination of this Agreement shall remain valid and payable by the Client. The termination of this Agreement shall not relieve the Client of its obligation to settle any outstanding payment obligations for services rendered or expenses incurred prior to the termination date. The Client shall promptly settle all such unpaid invoices in accordance with the terms specified in this Agreement.

Account termination may result in destruction of any Client Data associated with your Client’s Software account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you (by email or at the next time you attempt to access your account) prior to our terminating your account so that you are able to retrieve any important documents you may have stored in your account (to the extent allowed by law and these Terms).

If you have deleted your account by mistake, contact us immediately at support[at]kinderpedia.co - we will try to help, but unfortunately, we can't promise that we can recover or restore anything.

23. Assignment. Transferability

You may not assign, delegate, or transfer any of your rights or obligations under this Agreement to anyone else without our written consent. All of our rights and obligations under this Agreement are freely assignable by us in connection with merger, acquisition, or sale of assets, or by operation of law or otherwise, including as a result of us setting up a subsidiary in the Client’s country of incorporation.

24. Governing Law

This Agreement and any interpretation arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed and enforced in accordance with the Romanian legislation. The provisions regarding the conflict of laws are also governed by Romanian laws.

Prior to submitting any claim or potential dispute in connection with or arising out of this Agreement to a court of law, Parties agree to employ best efforts, for a period not shorter than ninety (90) calendar days from the moment the claim or potential dispute has become apparent, to settle the claim or potential dispute amicably. For avoidance of doubt, only after both Parties have actively attempted for at least ninety (90) calendar days to settle amicably, can the relevant Party submit the claim or potential dispute to a court of law.

25. Disputes. Costs and Attoneys' Fees

In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to this Agreement, it shall be instituted in front of the competent Romanian courts of law. The prevailing Party in that action, suit or other proceeding shall recover all of such Party's awarded costs and reasonable attorneys' fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

26. Successors

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the Parties hereto and their respective successors, assigns, heirs, executors, and administrators.

27. Entire Agreement

This Agreement, the exhibits, schedules hereto, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof, and no Party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements, except as specifically set forth herein and therein.

28. Severability

In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

29. Amendment and Waiver

This Agreement may be amended or modified, and the rights under the Agreement may be waived, only upon the written consent of both Parties.

30. Notices

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail, if sent during normal business hours of the recipient, if not, then on the next Business Day, (c) ten days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (d) five day after deposit with an internationally recognized courier, with written verification of receipt.

31. Titles and Subtitles

The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

32. Counterparts

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you”, “your” or “Member” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

33. Pronouns

All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular, or plural, as the identity of the parties hereto may require.

34. Force Majeure

What force majeure is: an external event, unpredictable, absolutely invincible and inevitable, occurring after the Commencement Date, which prevents one Party or both from fulfilling their obligations. A war, a fire, a natural calamity, or pandemics, the wide interruption of important infrastructures (such as electricity or the Internet), events in society (such as a strike), cyber atacks can be some examples.

What effect force majeure has: the Party that is no longer able to comply with its obligations due to the intervention of force majeure shall not be responsible. The Party that was supposed to perform an obligation and is prevented by a force majeure event, may no longer execute that obligation without being penalized.

Procedure and duration:

34.1. the Party invoking force majeure shall notify the other Party in writing within a maximum period of 48 (forty-eight) hours from the occurrence of the force majeure event;

34.2. the removal of liability by force majeure shall operate only for the duration of the existence of that force majeure event which prevents the Parties from performing their obligations;

34.3. if the force majeure event prevents the performance of obligations for more than 30 (thirty) calendar days, the Parties shall decide whether they wish to keep the Agreement in force or wish to terminate it. Considering the situation as of the Commencement Date, the Parties expressly agree that if any of the following situations arise, the suspension of the Parties' obligations shall occur:

34.4. so long as one or all of the following situations are in force; and

34.5. in the event that one or all of the following situations persist for more than 30 (thirty) calendar days, the Parties shall have the right to request unilateral termination of this Agreement:

1. the start of the military conflict on the territory of Romania; and/or
2. a state of siege, martial law or an equivalent state being decreed by competent Romanian authorities, on the territory of Romania; and/or
3. the occurrence of any of the situations set out above, to the extent they occur in another country but have an impact on the parties' ability to perform this Agreement.

The termination of this Agreement under the conditions set out above occurs as a result of a written notification, transmitted according to Section 30 above.

35. Miscellaneous

• This Agreement is binding to the Parties from the date of accepting the terms and conditions and in respect of all matters provided for in the Agreement.
• You will be responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services.
• The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
• If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Agreement shall otherwise remain in full force and effect and enforceable.
• If we fail to enforce any of this Agreement, it will not be considered a waiver.
• Nothing in this Agreement shall prevent us from complying with the applicable law.
• This Agreement does not confer any third-party beneficiary rights.
• You will comply with all applicable laws when using or accessing KINDERPEDIA.
• No agency, partnership, joint venture, or employment is created as a result of accepting this terms, and you do not have any authority of any kind to bind KINDERPEDIA in any respect whatsoever. Except as expressly set forth in a separate writing and signed document, you and KINDERPEDIA agree there are no third-party beneficiaries intended under this terms.