Last updated on July 2nd, 2020.

These Terms of Service apply to schools and organizations having purchased a group license for their teachers, students and/or employees ("Users"). The Terms of Service applying to those Users having access to the Service through a group license purchased by their school or organization can be found at https://www.ilini.com/en/terms-org-users.

These Terms govern your access to and use of the Service. Our Service is offered subject to your acceptance, without modification, of all of the terms and conditions contained herein as well as of Ilini’s Privacy Policy (collectively, the “Agreement”). Please read the Agreement carefully before accessing or using our Services. By accessing or using any part of our Service, you agree to become bound by the Agreement. 

If you do not agree to all the terms of the Agreement, then you may not access or use our Service. In this case, please let us know by emailing us at support@ilini.com so we can try to find a solution.

1. General

The Service is provided by Ilini SARL, a limited liability company incorporated and registered in Lyon, France under company number 830.579.256. Our address is 18-20 rue Tronchet, 69006 Lyon, France. Our VAT number is FR34830579256.

2. Definitions

Except where the context requires otherwise, the following words and expressions have the following meaning in these Terms of Service:

“Account” means the account you create to use the Service;

“Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;

“Fees” means the monthly or annual licence fee payable per User multiplied by the number of monthly or annual licences you select;

“Service” means the language learning tools that Ilini makes available as a service via the Website;

“Terms of Service” means these terms and conditions of service as amended from time to time;

“User” means any person authorised by you to access the Service;

“Virus” means any material or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

“Website” means www.ilini.com; and

“you” or “your” means the school, organisation or person that sets up an Account as a “teacher” on the Service;

3. Purchases

You will pay the applicable Fees for your purchase in advance. All financial transactions made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. We encourage you to learn about the practices of such third party. In no event will Ilini be responsible for the actions or inactions of any third party payment processor, including, but not limited to, system downtime or payment service outages.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. 

If Ilini has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to us, Ilini may, without liability to you, suspend or temporarily disable all or part of your access to the Service and Ilini shall be under no obligation to provide any access to the Service, while the invoices remain unpaid. 

All amounts and Fees stated or referred to in these Terms of Service are payable in the currency specified by Ilini; and are inclusive of value added tax (“VAT”) unless otherwise expressly stated which shall be paid at the same time as payment of the Fees. Ilini shall send you a VAT invoice if you request one.

4. Refund policy

Except when required by law, paid Fees are non refundable.

5. Access to the Service

Ilini grants you a non-exclusive, non-transferable, personal and non sub-licensable licence to use and to permit Users to use the Service, as permitted by the functionality of the Service, for the purpose of complementing and enriching language classes in your school or organization using the Service and managing your Account.

To use the Service, Ilini will set up your organization’s domain on the Website and will provide instructions for your Users to set up their individual Accounts under that domain. 

In relation to Users, you shall procure that each User keeps secure and confidential any username and password provided for the User’s use of the Service and shall not disclose such user name and password to any third party including persons within your organisation, company or business.

If Ilini discovers that any User is sharing their Account, username or password with any other person, you will pay Ilini a sum equivalent to the monthly user licence fee for each additional person using the Service.

You are responsible for any activities that occur under your Account including the activities of your Users.

Ilini may disable any username or password (or any other account login method), at any time and at our sole discretion, if we have reasonably determined that you or a User has failed to comply with any of these Terms of Service.

Ilini encourages you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. If you have any concerns about your login details for your Account or suspects that such details have been misused, please contact us at support@ilini.com. 

You must take reasonable precautions to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, you must promptly notify Ilini at support@ilini.com. 

You are responsible for making all arrangements necessary for Users to have access to the Service. You are also responsible for ensuring that all Users are aware of these Terms of Service and that they comply with them.

6. Indemnification of Ilini

You agree to defend and indemnify Ilini, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by a third party relating to your use of the Service (except to the extent caused by Ilini’s negligence).

7. Changes to the Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. You recognise that Ilini is always innovating and finding ways to improve the Service with new features and services. Therefore, you agree that the Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any elements of, or functionality of, the Service.

8. Your Obligations

You:

• must comply with all applicable laws and regulations with respect to your use of the Service and your activities under these Terms of Service;
• must use the Service in accordance with these Terms of Service;
• are responsible for any actions and omissions in connection with the use of the Service by any Users;
• must obtain and shall maintain at all times, all necessary licences, consents, and permissions necessary for Ilini to perform its obligations under these Terms of Service;
• must ensure that your network and systems comply with the relevant specifications provided by Ilini from time to time; and
• are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems in order to access and use the Service.

9. Prohibited Use

You may use our Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

1. In any way that violates any applicable national or international law or regulation.
2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
3. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
4. To impersonate or attempt to impersonate Ilini, an Ilini employee, another user, or any other person or entity.
5. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm or offend Ilini or users of the Service or expose them to liability.

Additionally, you agree not to:

1. Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
2. Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on the Service.
3. Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent. 
4. Use any device, software, or routine that interferes with the proper working of Service.
5. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to Service.
7. Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
8. Take any action that may damage or falsify Ilini’s rating.
9. Otherwise attempt to interfere with the proper working of the Service.
10. Permit another person to use the Service under your name or on your behalf unless you are a business and such person is authorised by you;
11. Use the Service if we have suspended or banned you from using it;

Failure to comply with the "Prohibited Use" clause constitutes a serious breach of these Terms of Service, and may result in our taking all or any of the following actions (with or without notice):

• a. immediate, temporary or permanent withdrawal of your right to use our Service;
• b. immediate, temporary or permanent removal of any User Content;
• c. issuing of a warning to you;
• d. legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
• e. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

The responses described above are not limited, and we may take any other action we reasonably deem appropriate.

10. Intellectual property rights

Ilini is the owner of or the licensee of all intellectual property rights in the the Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.

You shall not, except as may be allowed by any applicable law which is incapable of exclusion by Ilini and except to the extent expressly permitted under these Terms of Service:

• a. attempt to copy, modify, duplicate, create derivative works of, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; or
• b. attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; or
• c. access all or any part of the Service in order to build a product or service which competes with the Service or any other Ilini product or service; or
• d. use the Service to provide services to third parties other than those services expressly permitted by the functionality of the Service; or
• e. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party, or
• f. attempt to obtain, or assist third parties in obtaining, access to the Program or the Service other than as provided under this clause.

You acknowledge and agree that Ilini shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any data.

11. User generated content

You confirm that any User Content you make available or create whilst using the Service will meet the Prohibited Use clause.

We do not claim ownership in your User Content. Instead, you grant us a worldwide, non-exclusive, royalty-free and perpetual licence to use, copy, reproduce, distribute, adapt, re-format, modify, publish, translate, licence, sub-licence, and exploit the User Content anywhere and in any form for the purposes of providing our Service (including allowing our users to view your User Content).

We do not check or moderate any User Content before it is added to the Service by users. We may later check, moderate, reject, refuse or delete any User Content if anybody objects to it, or we think that it breaks any of the rules of Prohibited Use.

12. Notice and Takedown Policy

Any person may contact us by sending us an “Infringement Notice” if that person considers that the Service infringes their rights or fails to comply with clause 7 (“Prohibited Use”). The Infringement Notice should be sent either by post to Ilini SARL, 18-20 rue Tronchet, 69006 Lyon, France, or by email to support@ilini.com. Please provide the information described below in the Infringement Notice:

• a. your name and contact details;
• b. a statement explaining in sufficient detail why you consider that the Service infringes your rights or fails to comply with our clause 7 (“Prohibited Use”); and
• c. a link to or such other means of identifying the problematic content or feature.

We will take the action that we believe is appropriate depending on the nature of the Infringement Notice and will aim respond to you within a reasonable period of time on the action we propose to take.

13. Data Protection

If Ilini processes any Personal Data as a result of your use of the Service, you agree that Ilini does so as Data Processor and that you are the Data Controller in relation to such Personal Data.

In relation to such Personal Data, Ilini agrees that it shall process such Personal Data in accordance with the data processing addendum.

For the purposes of this clause, the terms “process”, “Personal Data”, “Data Processor” and “Data Controller” shall have the same meaning as set out in the General Data Protection Regulation .

14. Student Information – United States

“Student Data” is personally identifiable information that is directly related to an identifiable current or former student that is maintained by a school, school district, or by us. To the extent that U.S. law applies, Student Data may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C., § 1232(g).In the United States, we access, collect, and process Student Data as an outsourced institutional function pursuant to FERPA.

As between you and Ilini, you own all right, title and interest to all Student Data you provide or otherwise make available to us, and we process such Student Data solely for the purpose of providing our Service to the school.

Both we and you agree to uphold our responsibilities under Laws governing personal data and Student Data, including FERPA, the Protection of Pupil Rights Amendment (PPRA), and the Children’s Online Privacy and Protection Act (“COPPA”). We rely on each school to obtain and provide appropriate consent and disclosures, if necessary, for Ilini to collect any Student Data directly from students under 13, as permitted under COPPA rules and regulations.

By submitting or providing us access to Student Data, you grant to us a non-exclusive, royalty-free, worldwide license during the term of the Agreement to use, modify, reproduce, display, sublicense and store the Student Data solely for the purposes of

• (i) providing Services to you,
• (ii) improving and developing our Services,
• (iii) enforcing our rights under the Agreement, and
• (iv) as permitted with the School’s, student’s or parent’s consent.

We may collect, analyze, use, store, transmit, distribute, modify, copy, display, sublicense, and create data derived from Student Data, as well as data about your, and other users’ access and use of the Services. If we share or publicly disclose information (e.g., in marketing materials, or in product development) that is derived from Student Data or your use of the Services, such data will be de-identified, aggregated, or anonymized to reasonably avoid identification of an individual Student or the School. Notwithstanding anything to the contrary, we shall not use Student Data to engage in interest-based advertising.

You may request that we delete your Student Data in our possession at any time by providing such a request in writing, which request we shall then comply with in a commercially reasonable time not to exceed two (2) weeks. We will otherwise delete or de-identify Student Data within a commercially reasonable time following the end of the term of the Agreement. We are not required to delete any data that has been derived from Student Data, including Student Data that has been de-identified, aggregated, or anonymized.

We will implement commercially reasonable administrative, physical and technical safeguards designed to protect Student Data from unauthorized access, disclosure or use. In the event that we discover that an unauthorized party has gained access to personally identifiable Student Data, we will promptly notify you and will use reasonable efforts to cooperate with your investigation of the incident. If such incident triggers any third-party notice requirements under U.S. law, you agree that as the owner of the Student Data, you will be responsible for the timing, content, cost, and method of any such notice and compliance with such law.

15. Confidential Information

Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Service. A party’s Confidential Information shall not be deemed to include information that:

• a. is or becomes publicly known other than through any act or omission of the receiving party;
• b. was in the other party’s lawful possession before the disclosure;
• c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
• e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform these Terms of Service.

Each party shall take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of these Terms of Service.

Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.

16. Support and Availability

Where you have paid for access to the Service, Ilini shall use commercially reasonable endeavours to make the Service available with an uptime rate of 99%, except for:

• a. planned maintenance for which 24 hours’ notice will be given; or
• b. unscheduled maintenance during normal business hours (France time) or otherwise, for which Ilini will use reasonable endeavours to give you advance notice.

Where you have paid for access to the Service, Ilini will, as part of the Service, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (France time). Support for Users using the Service for free will be provided entirely at Ilini’s option and discretion.

You acknowledge that your use of the Service may be dependent on access to various third party data sources. You agree that Ilini is not responsible for the non-availability or interruption to the Service caused by any such non availability of any such third party data source.

17. Termination

If you fail to pay any sum due to Ilini and such sum remains outstanding for a further 14 days following notice requiring such sum to be paid, Ilini may terminate these Terms of Service immediately by notice and without any liability for Ilini to you.

Ilini may terminate these Terms of Service and your access to the Service with 30 days’ notice in writing.

Ilini may terminate these Terms of Service by notice with immediate effect, or such notice as lini may elect to give, if you:

• a. are in breach of applicable law; or
• b. infringe Ilini’s intellectual property rights in the Service.

Either party may terminate the Terms of Service at any time on written notice to the other if the other:

• a. is in material or persistent breach of any of the Terms of Service and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
• b. is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

On termination of these Terms of Service for any reason all licences granted under these Terms of Service shall immediately terminate and your right to access and use the Service will end.

If you request, Ilini shall use reasonable endeavours to permit you to download any User Content from the Service for a period of 15 days after the expiry or termination (howsoever caused) of these Terms of Service.

18. No representations or warranties

THESE SERVICES ARE PROVIDED BY ILINI ON AN “AS IS” AND “AS AVAILABLE” BASIS. ILINI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER ILINI NOR ANY PERSON ASSOCIATED WITH ILINI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER ILINI NOR ANYONE ASSOCIATED WITH ILINI REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

ILINI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Limitation of liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF ILINI HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF ILINI, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

20. Written communications

Applicable laws may require that some of the information or communications Ilini sends to you should be in writing. When using the Service, you accept that communication with Ilini will be mainly electronic. Ilini will contact you by e-mail or provide you with information by posting notices on the Service. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that Ilini provides to you electronically comply with any legal requirement that such communications be in writing.

21. Notices

All notices given by you to Ilini must be given to support@ilini.com. Ilini may give notice to you at either the e-mail or postal address you provide to llini, or any other way Ilini deems appropriate. Notice will be deemed received and properly served immediately when posted on the Service or 24 hours after an e-mail is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

22. Transfer of rights and obligations

You may not transfer, assign, charge or otherwise deal in these Terms of Service, or any of your rights or obligations arising under these Terms of Service, without Ilini’s prior written consent.

23. Events outside Ilini’s control

No party shall be liable to the other for any delay or non-performance of its obligations under these Terms of Service arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion.

24. Waiver and severability

No waiver by Ilini of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ilini to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

25. Amendments to the Terms of Service

We may amend these Terms of Service at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. Ilini will use reasonable endeavours to notify you of any material changes to these Terms of Service by email or by the placement of a notice on the Service. 

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

26. Governing Law

These Terms of Service shall be governed by and construed in accordance with French law and each party hereby submits to the exclusive jurisdiction of the French courts.