Online Membership Agreement
This Online Membership Agreement, hereinafter referred to as "Agreement," is entered into and made effective on the day that the Member registers to access the Membership Services and is between Valida Academy and the Member.
This agreement was last updated on [1 July 2024]
Valida Academy and the Member may be referred to individually as "Party" and collectively as the "Parties."
BACKGROUND
WHEREAS, Valida Academy is designed for the following purpose, elaborated on more fully below: an online website where Members can stream media related to the following interest: _______;
WHEREAS, the Member would like to join Valida Academy and acknowledges and agrees to be bound by the terms and conditions listed herein;
NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do agree as follows:
1. DEFINITIONS
“Access Levels” means the level of access to the Membership Services that a Member has been granted.
“Business” means the all assets including goodwill and all other intellecutal property owned by Valida Academy with which Valida Academy provides the Membership Services to the Member.
“Date of Novation” the date of the sale or transfer of the business from Valida Academy to the Transferee
“Member” means an individual who has registered and paid to use the Membership Services.
“Membership Services” is as defined in clause 3
“Membership Sites” means any area online made available by Valida Academy through which the Membership Services are provided to the Member.
“Novated Agreement” means the new agreement between the Transferee and the Member following the sale or transfer of the Business.
“Privacy Policy” means the agreement between Valida Academy and the Member detailing how Valida Academy will use the Members Personal information.
“Date” means
“Transferee” means the person or legal entity to whom the Business is sold or transferred to.
“Valida Academy means Chi Uzor trading as Valida Academy. The email address for service is [email protected]
2. MEMBERSHIP:
This Agreement forms a legally binding agreement between the Member and Valida Academy and governs the Member's access and use of the Valida Academy's Membership Sites and any services thereon (collectively the "Membership Services").
BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES AND BY ENTERING THIS AGREEMENT, THE MEMBER AGREES TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT THE MEMBER’S LEGAL RIGHTS. IF THE MEMBER DOES NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE MEMBERSHIP SERVICES.
3. MEMBERSHIP SERVICES:
The Membership Services specifically provided by Valida Academy are as follows:
Valida Academy provides academic material by way of videos, Apps, written guides, downloadable documents and email advice, that is targeted at helping parents of pre school children from the age of 5 months old teach their children academics.
The academic material will covers topics that Valida Academy decides in its absolute discretion to provide to the Members. It may include materials that cover academic topics such a math, reading, English, writing. It includes all materials provided by Valida Academy irrespective of the name that is it called and includes materials provided through products such as the AcSuccess Baby Academy, the Valida Academy Free Online Teach Your Baby Guide, and the Reading App. It includes materials provided on by Valida Academy, irrespective of who owns the platform through which it is provided. It includes any service offered by Valida Academy aimed at assisting parents to teach their children.
4. USE:
4.1. Valida Academy grants the Member the right to use the Membership Services for as long as he or she is a Member.
4.2. The Member agrees not to use the Membership Services for any unlawful purpose or any purpose prohibited under this clause. Member agrees not to undertake any action which may damage Valida Academy in any way.
4.3. The Member agrees to use the membership services only in accordance with this agreement. The Member may not copy, download, share any of the material provided as part of the Membership Services except where expressly permitted in writing.
4.4.The Member agrees not to share the login details they have been provided to access the Membership Services, with any third party.
4.5. The Member agrees not to share the Membership Services with any third party
4.6. Member further agrees not to use the Membership Services:
- To harass, abuse, or threaten others or otherwise violate any person's legal rights;
- To violate any intellectual property rights of the Valida Academy or any third party;
- To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
- To perpetrate any fraud;
- To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
- To publish or distribute any obscene or defamatory material;
- To publish or distribute any material that incites violence, hate, or discrimination towards any group;
- To unlawfully gather information about others.
5. FEES:
5.1. The Member agrees to pay Valida Academy membership fees ("Fees") at the execution of this Agreement and following a 14 day free trial. Members will be shown the specific Fees applicable to the Membership Services at the time of execution and will pay such Fees through Valida Academy's online payment system. Fees are payable on a monthly basis in whatever means are offered by Valida through its online payment system. Unless stated otherwise the Fees payable are exclusive of the Member’s country’s sales taxes.
5.2. Valida Academy reserves the right to change the Fees at any time. However Valida Academy must notify the Member of the change of fees at least 30 days before the intended change.
5.3. The Member authorises Valida Academy to take the Fee on a monthly basis until termination of the Member’s Access to the Membership Services.
6. TERMINATION:
6.1. This Membership Agreement shall continue until terminated by either Party. A Member can cancel their access to the Membership Services at any time. In the event that a Member cancels their access to the Membership Services it will take effect at the end of the billing cycle. The member will continue to have access to the services until the end of the billing cycle.
6.2. Valida Academy can cancel the Members' access to the Membership Services at any time and for any reason without notice.
6.3. This Agreement may also be immediately terminated in the event that there is a breach of the terms of this Agreement by either Party. This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees required, the liquidation, dissolution or discontinuance of Valida Academy.
7. UPGRADES AND DOWNGRADES
In the event that the Member upgrades or downgrades their Access Levels and as a result pays different fees, this Agreement will continue to apply despite their change of Access levels.
8. DISCLAIMERS:
The Membership Services may contain user-generated photos, videos, content and other interactive features (collectively, "Interactive Services") that allow Members to post, submit, publish, display, or transmit to other Members or other persons content or materials (collectively, "Member Contributions") through use of the Membership Services.
Any Member Contribution posted to the site will be considered non-confidential and non-proprietary and should otherwise be considered public. By providing any Member Contribution to Valida Academy, Member grants Valida Academy and its affiliates and service providers, and each of their respective licensees, successors, and assigns a royalty-free, non-exclusive, worldwide license to use, reproduce, modify, perform, display, broadcast, transmit, distribute, make derivative works of and otherwise disclose to third parties any such content posted, published, uploaded or otherwise made available to Valida Academy. Valida Academy claims no further proprietary rights in the Member Member Contributions.
Valida Academy will not be liable for the Member Contributions of any Member. All Members must ensure they have the right to grant the license granted above to Valida Academy and its affiliates and service providers, and each of their respective licensees, successors, and assigns.
The Member acknowledges and agrees that the Member is responsible for any Member Contributions submitted and the Member, not Valida Academy, has full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
9. RELEASE:
Member hereby releases Valida Academy, as well as any of Valida Academy affiliates, licensors, suppliers, subsidiaries, parents or other legal representatives, from any claims, demands, damages or other legal action which may arise from the Member's dispute with any other Member.
10. LIMITED LICENSE
Member acknowledges and agrees that the Valida Academy's name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by the Valida Academy or its affiliates, licensors, or suppliers.
Member acknowledges and agrees that the source and object code of certain Membership Services and the format, directories, queries, algorithms, structure, and Valida Academy of the same are the intellectual property, proprietary, and confidential information of Valida Academy and its affiliates, licensors, and suppliers.
Member expressly agrees not to do anything inconsistent with Valida Academy's ownership of all of the intellectual property discussed herein. The Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, the Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of Valida Academy or any third party.
For any Membership Services which enable Member to use any software, content, equipment or other physical or non physical materials owned or licensed by Valida Academy, Valida Academy grants the Member a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment or other materials FOR PERSONAL, NON-COMMERCIAL USE ONLY.
11. RESTRICTIONS:
The Member is prohibited from selling, reselling, or making commercial use of the Membership Services, unless Member has specifically an executed agreement with Valida Academy that expressly allows for such activity.
12. THIRD PARTY SERVICES:
Certain Memberships Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials ("Third-Party Services"). Valida Academy does not control any Third-Party Services. The Valida Academy makes no claim or representation regarding the third-party services and accepts no responsibility for the quality, content, nature, or reliability of Third-Party Services. There is no implied affiliation, endorsement, or adoption by the Valida Academy of these Third-Party Services and Valida Academy shall not be responsible for any content provided on or through these Third-Party Services.
13. MEMBER CONSENTS
The Member agrees and verifies that all of the information they have given the Valida Academy and its representatives is accurate, up to date, and without the omission of any requested information. The Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold the Valida Academy harmless against all liability for any damages that may occur to the Member or others because of the Member's actions or inactions. Member agrees to notify the Valida Academy Membership Group of any changes or upcoming changes concerning their personal information.
14. CONFIDENTIALITY
14.1. Valida Academy shall keep all personal information provided to it by the Members confidential and only use it for purposes of providing the Membership Services and in accordance with Valida Academy’s privacy policy.
14.2. Valida Academy shall not provide any of the Members personal information to a third party except as is required by law and except as is required in order to provide the Membership Services to the Member.
14.3. In the event of a sale or transfer of the Business, the Member agrees to the transfer of its personal information to the Transferee for the purposes of the Transferee continuing to provide the Member with the Membership Services.
15. ASSUMPTION OF RISK
Member agrees and understands that their participation in the Membership Services may involve risks. These risks may lead to tangible or intangible harm, and the Member agrees that these risks may result not only from their own actions but also from the actions of others. With the knowledge and understanding of these risks, Member chooses, of their own will and volition, to continue participating in the Membership Services.
16. INDEMNIFICATION
Member agrees to defend and indemnify Valida Academy and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to the Member's use or misuse of the activities, Member's breach of this Agreement, or Member's conduct or actions. Member agrees that Valida Academy shall be able to select its own legal counsel and may participate in its own defense, if so desired.
17. REPRESENTATION
Member agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.
18. GUARANTEE
As Valida Academy cannot control the Member’s use of the Membership Services, it does not guarantee a specific outcome for the Member following use of the Membership Services.
19. CHANGING TERMS OF CONTRACT
19.1. Valida Academy can change the terms of this Agreement at any time by notifying the Member by email.
19.2. The Agreement that applies to the Member is the agreement with the most recent Date available on the Membership Site and accessible to the Member.
20. NOVATING
20.1. In the event that Valida Academy agrees to sell or transfer all or part of the Business. the Member and Valida Academy agree that following provision of notice of the business transfer or sale from Valida Academy to the Member, this Agreement shall be novated and the new agreement which will take effect from the Date of Novation will be between the Member and the Transferee.
20.2. The parties acknowledge and agree that Valida Academy is hereby irrevocably released from all obligations, duties, and liabilities under this Agreement (whether known or unknown and whether existing now or arising hereafter with respect to periods on, before, or after the Date of Novation) and shall have no further rights, duties, obligations, or liabilities thereunder, it being understood that the Transferee is assuming all such rights, duties, obligations, and liabilities pursuant to this Agreement. From and after the Date of Novation, the Member shall not look to the Transferor and instead shall look only to the Transferee with respect to any rights it may have under the Novated Agreement. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Novated Agreement shall not result in any liability to Valida Academy.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Member and the Valida Academy with respect to any and all use of the Membership Services. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties' relationship.
22. COUNTERPARTS:
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
23. SURVIVAL:
Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
24. SEVERABILITY:
If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
25. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the internal laws of England and Wales without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the Courts of England and Wales.
26. NOTICES:
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
27. HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
