This agreement binds you or the company you represent ("You", OR "YOUR") to the terms and conditions set forth herein in connection with Your use of MODELOE, INC.'s "OUR", "WE", "COMPANY" OR "MODELOE") software, service or other offerings on our site (COLLECTIVELY, OUR "PRODUCTS"). By using any of the company products or clicking on the "SIGNUP" button, You agree to become bound by the Terms and Conditions of this agreement. If You do not agree to all the Term and Conditions of this agreement, Click on the "CANCEL" button and do not use the company products. Company's acceptance is expressly conditioned upon your assent to all the terms and conditions of this agreement, to the exclusion of all other terms. If these terms and conditions are considered an offer by company, Acceptance is expressly limited to these terms.

Privacy

Any personal information submitted in connection with Your use of the Products or the Site is subject to Our Privacy Policy.

The Products enable Users to connect with independent contractor Designers (the "Designer") who provide Document Templates and associated instructions, guidance, and support services in our proprietary online platform . The Products include, without limitation, creating. designing and hosting Templates, the Templates and supporting materials, and taking feedback from Users.

Company reserves the right to revise these Terms in its sole discretion at any time by posting the changes on the Site. Changes become effective thirty (30) days after posting. Your continued use of Products after change become effective shall mean that you accept those changes. You should visit the Site regularly to ensure you are aware of the latest version of the Terms.

The Company may modify the Products or discontinue their availability at any time.

You are solely responsible for all service, telephone, data charges and/or other fees and costs associated with your access to and use of the Products, as Well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.

If you elect to access or use Products that involve payment of a fee, then you agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If you provide credit card information to pay for such fees then you hereby represent and warrant that you are authorized to supply such information and hereby authorize the Company to charge your credit card on a regular basis to pay the fees as they are due. Unless otherwise stated, all fees are quoted in U.S. Dollars. If your payment method fails or your account is past due, then we may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block your access to any Products pending resolution of any amounts due by You to Company.

All of Your use, access and other activities relating to the Site and the Products must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. In connection with Your use of the Products and Site, You must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Products or operation of the Site; frame or embed the Site or Products; impersonate another person or gain unauthorized access to another person's Account; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Products or operation of the Site; scrape, spider, use a robot or other automated means of any kind to access the Products.

The Site is only a marketplace for Designers and Users. We do not hire or employ Designers or Instructors nor are we responsible or liable for any interactions involved between the Designers and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Designers or Users, including, but not limited to, any User's reliance upon any information provided by a Designer.

We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Products may expose you to Submitted Content that You consider offensive, indecent, or objectionable. The Company has no responsibility to keep such content from you and no liability for your access or use of any Submitted Content.

The Site and Products may give you access to links to third-party Websites ("Third Party Sites"), either directly or through Templates or Designers. The Company does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect your personal information and privacy on such Third Party Site.

You may only access the Products for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Products. You agree not to use the Products or the Company Content (as defined below) to recruit, solicit, or contact in any form Designers or potential users for employment or contracting for a business not affiliated with us without Our advance written permission, which may be withheld in Our sole discretion. You assume any and all risks from any meetings or contact between you and any Designer or other Users of the Products.

If you have uploaded a template and provide access to Users  You are a "Designer" and the following additional terms and conditions apply and you represent, warrant and covenant that:

You are subject to the Company's approval, which We may grant or deny in Our sole discretion;

You need to visit Modeloe.com/becomeadesigner/ and complete the Designer enrolment form and if you will charge fees for Your Templates You will also need to agree to the Premium Instructor Pricing terms;

You will be responsible for all of Your Submitted Content, that You own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize Company, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Products in the manner contemplated by these in this Designer Agreement, and that no Submitted Content shall infringe or misappropriate any intellectual property right of a third party;

You have the required qualifications, credentials and expertise, including without limitation, education, experience, training, knowledge, and skill sets, to teach and offer the services You offer on and through the Site and the Products;

You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libellous content;

You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Products or to Users;

You will not use the Products for any business other than for providing coaching, teaching and instructional services to Users of the Site;

You will not engage in any activity that will require Company to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public  distribution or display of software materials, solutions or sound recordings;

You will not copy, modify or distribute Company Content except as permitted in this Designer Agreement;

You will not interfere with or otherwise prevent other Designers from providing their services or Templates;

You will maintain your enrolment and account information, and all such enrolment and account information shall be accurate;

You shall respond promptly to Users seeking Your services and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;

You are over the age of 18 or if not a third party parent or legal guardian has agreed to the terms of this Designer Agreement and will assume responsibility and liability for your performance and compliance hereunder.

If you are a User in search of, or engaging, Designers, You represent, warrant and covenant that:

You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Site or registering for a Course;

If you are under the age of 18, you have obtained parental or legal guardian consent before using the Site, contacting a Designer, or registering to download a Template.

You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site or the Products;

You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libellous content;

You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any Company Content, the Products or Templates or Submitted Content except as permitted by these Terms or the relevant Designers as applicable;

You will not disclose any personal information to a Designer, and otherwise will assume responsibility for controlling how Your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information; and

You will not solicit personal information from any Designer or other User.

Registration

To use certain Products, you will need to register and obtain an Account, username and password. When you register, the information you provide to us during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of your Account, username, and password (collectively, Your "Account") and for all activities associated with or occurring under your Account. You represent and warrant that your Account information will be accurate at all times. You must notify us (a) immediately of any unauthorized use of your Account and any other breach of security, and (b) ensure that you exit from your Account at the end of each use of the Products. We cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of your Account, either with or without Your knowledge, prior to Your notifying us of unauthorized access to your Account.

You may not transfer your Account to any other person and you may not use anyone else's Account at any time without the permission of the Account holder. In cases where you have authorized or registered another individual, including a minor, to use your Account, You are fully responsible for (i) the online conduct of such User; (ii) controlling the User's access to and use of the Products; and (iii) the consequences of any misuse.

All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is "Content." Where the Company provides Content to You in connection with the Products, including, without limitation, the Software and the Products and the Site, it is "Company Content." Content uploaded, transmitted or posted to the Site or through the Products by a User or Designer is "Submitted Content." Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws. You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Company with respect to Your Submitted Content and that Company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of Your Submitted Content as authorized in these Terms or have any liability to You or any other party as a result of any use or exploitation of Your Submitted Content as authorized in these Terms.

While you retain any and all rights in any Submitted Content you make available through the Company Products, we need certain rights to the Submitted Content in order to offer the Services. By uploading or otherwise making available any Submitted Content, you hereby grant to Modeloe, solely for the purposes of offering, delivering, marketing, promoting, demonstrating, and selling your Submitted Content (either directly or through third party distributors), and to operate the Services, but not for any other purposes, a non-exclusive, world-wide, transferable license to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, communicate to the public, reproduce, edit, modify, create derivative works, and otherwise use and exploit your Submitted Content (or any portion or derivative works thereof) through any and all distribution outlets or channels, whether now known or hereafter created. This license enables us to provide the Services and provide access to the Submitted Content and is not intended to otherwise limit your rights to the Content. Notwithstanding the foregoing, you have the right to remove all or any portion of Your Submitted Content from the Site at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new uses, provided, however, that any rights given to Users or Designers prior to that time will continue in accordance with the terms granted to such Users or Designers.

The Company hereby grants You (as a User) a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which You have paid all required fees, solely for Your personal, non-commercial, educational purposes through the Site and the Products, in accordance with these Terms and any conditions or restrictions associated with particular Courses or Products. All other uses are expressly prohibited absent our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless We give You explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to you. Designers may not grant You license rights to Submitted Content You access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms 

You agree that We may make a copy of all or any part of anyTemplate (including instruction an installation videos,voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Site and the Products. You hereby grant the Company a permission and release to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Site, Products, Templates, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith.

The company respects all copyright, Privacy, Defamation and other laws relating to content and information and will not tolerate violation of such laws. Notwithstanding the foregoing, The Company does not screen the submitted content and all use of the submitted content by you is at your own risk and the company shall have no liability for such use. In particular, No review or posting or appearance of the submitted content on the site or through the products is intended to act as an endorsement or representation that any submitted content is free of violation of any copyright, Privacy or other laws or will suit a particular purpose or be accurate or useful. If you believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is Your responsibility to take such steps You deem necessary to correct the situation. If You believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws,
All rights not expressly granted in these Terms are retained by the Content owners and these Terms do not grant any implied licenses.

Unless a Template is made available through the Modeloe Deals Program, a Template Designer will be solely responsible for determining the fees to be charged for such Template, in accordance with the Designer terms and conditions. If you are a User, You agree to pay the fees for Templates that you download, and hereby authorize us to charge your credit card for these amounts. We will charge your credit card monthly for all amounts owed. If your credit card is declined, you agree to pay Us the fees within thirty (30) days of notification from us

Third-Party Copywright Infringement Report

Modeloe’s policy is to remove document templates from our service when they are reported as infringing in a copyright infringement notice received from the owner of the original content. It is also our policy to remove all templates from any instructor who is determined to be a repeat infringer (for whom Modeloe has received more than two valid takedown notices). We reserve the right to terminate a designer’s account at any time, including when they post content in violation of the copyrights of others.

If we receive a valid copyright violation report, we will send a copy of that report to the designer who posted the reported template along with a notification that 1) the template was reported for copyright infringement and 2) we are removing the template from the Modeloe service. We will also attach a form that the designer can fill in and send back to us to submit a counter-notification. If your template has been reported for copyright infringement and removed from the Modeloe service, and if you believe we made a mistake or that you have permission from the owner of the reported content to use such content in your course, then you may send us a counter-notification.

Taxes

European Union. In the event that the sale or delivery of a Template or any Submitted Content to any User in the European Union is subject to any value added tax ("VAT"), under applicable law, Modeloe will collect and remit the VAT to the competent tax authorities for sales of such Templates or Submitted Content to Users in the European Union. Modeloe may at its own discretion increase the Sale Price where Modeloe is of the view that VAT may be due and Modeloe will have a liability to account for such. You will indemnify and hold Modeloe harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

All Other Countries. For sales of any Template or Submitted Content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in Your own location). Modeloe is unable to provide You with tax advice and You should consult Your own tax advisor.

Rounding Off

Modeloe may, in its sole discretion, round up or round down the Sale Price to the nearest whole functional base unit in which the Sale Currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Modeloe will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.

Some currencies are denominated in large numbers. In those cases, Modeloe may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Modeloe to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

Given the nature of our products – i.e. digital files – a refund will not be granted unless one of our commitments has been breached.

Our Commitments include the following

The item is of acceptable quality and fit for the purpose for which it is ‘sold’; the item matches the description given on the item page, as well as any item preview; the item and its description are not false, inaccurate, misleading, fraudulent, unlawful or defamatory; the item does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.

If you make a Refund Request

We will assess refund requests on their merits, considering the digital nature of our Products and the details of each request. There is no obligation for Modeloe to provide a refund or credit in situations like the following:

You have changed your mind about an item; You bought an item by mistake; You do not have sufficient expertise to use the item; You did not download the item within 48 hours; You have lost the item; You ask for goodwill; or You can no longer access the item because it has been removed (we advise you to download items as soon as you buy them to avoid this situation).

If we decide to issue a refund or credit, this will generally be done using the same manner used to make the purchase. Refunds will be made within 14 working days.

Payment processing services for Template Designers on Site are provided by Paypal and are subject to the Paypal Connected Account Agreement, which includes the PaypalTerms of Service (collectively, the “Paypal Services Agreement”). By agreeing to this terms or continuing to operate as a Template Designer on Site, you agree to be bound by the Paypal Services Agreement, as the same may be modified by Paypal from time to time. As a condition of Site enabling payment processing services through Paypal, you agree to provide Modeloe accurate and complete information about you and your business, and you authorize Modeloe to share it and transaction information related to your use of the payment processing services provided by Paypal.

Trademark

The trademarks, service marks, and logos (the "Trademarks") used and displayed on the Site, in the Products or in any Company Content are Our registered or unregistered Trademarks or of Our suppliers or third parties and are protected pursuant to U.S. and foreign trademark laws. All rights are reserved and You may not alter or obscure the Trademarks, or link to them without Our prior approval.

The products, Site, Company content, Submitted content, Templates, any other materials made on or through the site or the products are provided "AS IS," without any warranties of any kind and the company hereby disclaims all such warranties express or implied, including, But not limited to, Warranties of merchantability, Fitness for a particular purpose, Non-infringement, Accuracy, Freedom from ettors, Suitability of content, or availability.

Neither party shall be liable hereunder under any theory of liability, Including, Without limitation, Contract, Tort or Negligence, for any indirect, Special, Incidental or consequential damages or lost profits. The company's total liability hereunder shall be limited to the amounts paid in connection with the template or products under which such liability arose.

System Outages. Modeloe periodically schedules system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Modeloe has no responsibility and is not liable for: (a) the unavailability of the Services including those available on Third Party Platforms; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any Internet service providers, any Third Party Platforms, or any Internet facilities and networks.

You hereby indemnify, defend and hold harmless the Company, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at Our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, and in such case, You agree to fully cooperate with such defence and in asserting any available defences.

Modeloe reserves the right to terminate, suspend, modify, or delete, at Our sole discretion, any (a) Submitted Content, Company Content, Templates, or any Service; and (b) Your access to Our Services or Your Account, as follows:

If You breach or violate any of these Terms or any of Our applicable policies, as posted on Our Services from time to time, Modeloe may take action immediately without prior notice to You. If We take action pursuant to this section, We shall not have any liability to You for any Template(s) You may have purchased nor for any other use of Our Services associated with Your Account. For avoidance of any doubt, You understand and agree that You will not be compensated nor be eligible for any refund under any circumstances for any such access lost to Our Services, including without limitation to Template(s) You may have purchased;

We may also take action for any reason or no reason, in which case We will provide prior notice to You. If We take action pursuant to this section, (a) if You are a Student We will refund You for any access lost to Template(s) that You may have purchased during the three (3) months period prior to such termination, all in accordance with and subject to the terms of Our refund policy set forth herein; and (b) If You are a Designer, any such termination will also terminate Your right to offer Your Template(s) through Our Services, and Modeloe will pay all outstanding amounts owing to You up to termination date. Please note that Users who purchased your Template will retain access to the Template so long as Modeloe deems necessary.

You may terminate Your use of the Services at any time. We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law. Upon termination, You must cease all use of the Services and Content. Any accrued rights to payment and all representations and warranties shall survive termination.

• Entire Agreement. These Terms and any policies applicable to You posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.

  Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.

  Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

  Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested, or electronic mail.

  No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.

  These Terms and Your use of the Site and the Products shall be governed by the substantive laws of the UK without reference to its choice or conflicts of law principles.

Modeloe Limited

Registered in England & Wales.
Company Number: 11550798
Registered office:
6 Stratford way
Bricket Wood, St Albans
Hertfordshire AL2 3PB