TERMS AND CONDITIONS OF USE

Please read these terms and conditions carefully, as they set out the basis upon which we licence the Subscription Content for use.

By clicking "accept agreement" when you first sign up to access the Subscription Content, you agree to be bound by the provisions of these terms and conditions. If you do not agree to be bound by the provisions of these terms and conditions, you must click "reject agreement" during the sign-up process and this will terminate your application for access to the Subscription Content.

By agreeing to be bound by these terms and conditions, you further agree that any person you authorise to use the Subscription Content will comply with the provisions of these terms and conditions.

1.INTRODUCTION

1.1 These terms and conditions shall govern your use of our website:

www.planetpop.com/

1.2 By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3 If you register for a free trial on our website or subscribe for access to our subscription content, we will ask you to expressly agree to these terms and conditions.

1.4 By using our website, you warrant and represent to us that you are at least 18 years of age or being supervised by someone who is at least 18 years of age. Whilst much of the content hosted on our website is designed to assist learners of all ages learn English, where learners are under 18 years of age, parents, guardians and educators agree that they will supervise their children/students when they are using this website.

2.DEFINITIONS

2.1 The following terms have the following meanings:

a) “Free Trial” means a trial period during which a website user may access and use the Subscription Content free of charge.

b) “Initial Subscription Term” has the meaning set out in Clause 7.4.

c) “Renewal Subscription Term” has the meaning set out in Clause 7.5.

d) “Subscription” means a subscription purchased by a website user which entitles them to access and use the Subscription Content.

e) “Subscription Account” has the meaning set out in Clause 9.1.

f) “Subscription Commencement Date” means that date that the Subscription comes into force as set out in Clause 7.3.

g) “Subscription Content” means the content hosted on this website which can only be accessed by website users if they hold a current and valid Subscription.

h) “Subscription Fees” has the meaning set out in Clause 11.1.

i) “Subscription Term” means the term of a Subscription comprising the Initial Subscription Term and any Renewal Subscription Terms.

3.COPYRIGHT NOTICE

3.2 Subject to the express provisions of these terms and conditions:

a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

3.3 Nothing in these terms and conditions shall operate to assign or transfer any intellectual property rights from us or our licensors to you, or from you to us or our licensors.

4.PERMISSION TO USE WEBSITE

4.1 You may:

a) view pages from our website in a web browser;

b) download pages from our website for caching in a web browser;

c) print pages from our website for your own personal use, providing that such printing is not systematic or excessive;

d) stream audio and video files from our website using the media player on our website;

e) download documents and other files from our website that are specified on the website as downloadable, store and view them on your computer, and print copies of them, in each case for your own personal use, and providing that such printing is not systematic or excessive; and

f) use our website services by means of a web browser,subject to the other provisions of these terms and conditions, and providing that you will have no right to access or use materials that are only available under a Subscription or Free Trial unless you have purchased a relevant Subscription or signed up for a Free Trial and that Subscription or Free Trial is current.

4.2 Except as expressly permitted by Clause 4.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

4.3 You may only use our website for educational purposes; you must not use our website for any other purposes.

4.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

4.5 Unless you own or control the relevant rights in the material, you must not:

a) republish material from our website (including republication on another website);b) sell, rent or sub-license material from our website;c) show any material from our website in public;d) exploit material from our website for a commercial purpose; ore) redistribute material from our website.

4.6 We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.

5.MISUSE OF WEBSITE

5.1 You must not:

a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;

b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

c) hack or otherwise tamper with our website;

d) probe, scan or test the vulnerability of our website without our permission;

e) circumvent any authentication or security systems or processes on or relating to our website;

f) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

g) impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);

h) decrypt or decipher any communications sent by or to our website without our permission;

i) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

j) access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

k) use our website except by means of our public interfaces;

l) violate the directives set out in the robots.txt file for our website;

m) use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

n) do anything that interferes with the normal use of our website.

5.2 You must not use data collected from our website to contact individuals, companies or other persons or entities.

5.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

5.4 Fair Usage Policy: The Company reserves the right to limit or restrict access to our services if we determine, in our sole discretion, that your use of our services is excessive, abusive, or violates this Fair Usage policy.

(a) Users should not provide shareable video links with more than 36 other users (defined as individuals who are studying the products of the company under the supervision of the User sharing the link) at any one time.

(b) Any use of our services that we determine, in our sole discretion, to be outside of reasonable and customary usage patterns, or that exceeds the usage limits set forth in this policy, may be considered a violation of this policy.

What constitutes fair usage is the prerogative of the company, and we may determine, in our sole discretion, whether any use of our services violates this policy. We may, in our sole discretion, terminate or suspend your access to our services, or modify or reduce your usage limits, if we determine that your use of our services violates this policy or is otherwise harmful to our systems, network, or other users.

We reserve the right to modify this Fair Usage policy at any time, and any such modifications will be effective immediately upon posting. Your continued use of our services following any such modifications constitutes your acceptance of the revised policy. If you have any questions about this Fair Usage policy, please contact us at support@planetpop.com .

6.USE ON BEHALF OF ORGANISATION

6.1 If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:

a) yourself; and

b) the person, company or other legal entity that operates that business or organisational project,

to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.

7.REGISTRATION FOR FREE TRIAL OR SUBSCRIPTION

7.1 In order to sign up for a Free Trial, you must:

a) be at least 18 years of age;

b) not have had a Free Trial before;

c) register on our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you; and

d) expressly agree to these terms and conditions.

7.2 In order to hold a Subscription, you must:

a) be at least 18 years of age

b) (if you have not already done so when signing up for a Free Trial) register for a Subscription Account on our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you;

c) expressly agree to these terms and conditions; and

d) pay the applicable Subscription Fees at the start of your Subscription.

7.3 We will send you an acknowledgement of your registration and ask you to confirm your email address/account details with a code and log in again afterwards for security purposes. If your registration is accepted, we will send you an order confirmation, at which point your Free Trial shall begin (or, if you are not having a Free Trial, your Subscription shall begin). On the day immediately following your Free Trial, if you have not already told us that you do not want a Subscription, the contract between us for the supply of the Subscription Content shall come into force (Subscription Commencement Date) (if you are not having a Free Trial, the Subscription Commencement Date shall be the day on which you receive an order confirmation of your Subscription).

7.4 Your Subscription shall come into force on the Subscription Commencement Date and shall continue in force for one year, one month or six months (as chosen by you during the account registration procedure), subject to termination or cancellation in accordance with these terms and conditions (the “Initial Subscription Term”).

7.5 At the end of the Initial Subscription Term or a Renewal Subscription Term, and subject to the other provisions of these terms and conditions, your Subscription will be automatically renewed for the same period as the Initial Subscription Term (the “Renewal Subscription Term”) and you must pay to us the applicable Subscription Fees, unless you cancel the Subscription using the cancellation facility on our website before the date of renewal.

7.6 We may from time to time vary the benefits associated with your Subscription or Free Trial by giving you written notice of the variation, providing that, if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your Subscription or Free Trial, and (if relevant) we will refund to you any amounts paid to us in respect of any period of Subscription after the date of such cancellation.

7.7 For so long as your Subscription or Free Trial remains active in accordance with these terms and conditions and subject to the other provisions of these terms and conditions, you will have access to the Subscription Content.

8.LICENCE

8.1 From the date of your Free Trial coming into force until the end of your Free Trial and from the date of your Subscription coming into force until the end of the Subscription Term, we shall grant you a worldwide, non-exclusive licence to access and use the Subscription Content for educational purposes subject to the limitations and prohibitions set out and referred to in this Clause 8.

8.2 You may not sub-licence and must not purport to sub-licence any rights granted under Clause 8.1 without our prior written consent.

8.3 Save to the extent expressly permitted by these Terms and Conditions or required by applicable law on a non-excludable basis, any licence granted under this Clause 8 shall be subject to the following prohibitions:

a) you must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Subscription Content;

b) you must not alter, edit or adapt the Subscription Content; and

c) you must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Subscription Content.

9.USER LOGIN DETAILS

9.1 If you register for a Subscription or Free Trial, you will be asked to choose a user ID and password which will give you access to the Subscription Content (“Subscription Account”).

9.2 Your user ID must not be liable to mislead; you must not use your user ID for or in connection with the impersonation of any person.

9.3 You must not allow any other person to use your Subscription Account to access the website and keep your password confidential.

9.4 You must notify us in writing immediately if you become aware of any unauthorised use of your Subscription Account or disclosure of your password.

9.5 You must not use any other person's Subscription Account to access the website, unless you have that person's express permission to do so.

9.6 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

10.CANCELLATION AND SUSPENSION OF ACCOUNT

10.1 We may:

a) edit your account details;

b) temporarily suspend Subscription and/or Free Trial; and/or

c) cancel your Subscription and/or Free Trial,

at any time in our sole discretion, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, you will be entitled to a refund of any amounts paid to us in respect of those services that were to be provided by us to you after the date of such cancellation; we will give you reasonable written notice of any cancellation under this Clause 10.1.

10.2 You may cancel your Subscription or your Free Trial on our website by accessing the membership area of the website and selecting the option to cancel your Subscription/Free Trial. You will not be entitled to any refund if you cancel your Subscription in accordance with this Clause 10.2.

11.FEES

11.1 The fees in respect of access to our Subscription Content will be as set out on the pricing page of our website from time to time (“Subscription Fees”).

11.2 All amounts stated in these terms and conditions or on our website are stated inclusive of VAT, GST or other equivalent tax chargeable on the Subscription Content.

11.3 You must pay to us your Subscription Fees in advance, in cleared funds, in accordance with any instructions on our website.

11.4 We may vary Subscription Fees from time to time by posting new Subscription Fees on our website, but this will not affect fees for services that have been previously paid.

11.5 If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.

11.6 We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.

12.DISTANCE CONTRACTS: CANCELLATION RIGHT

12.1 This Clause 12 applies if and only if you offer to contract with us, or contract with us, as a consumer - that is, as an individual acting wholly or mainly outside your trade, business, craft or profession.

12.2 You may withdraw an offer to enter into a contract with us through our website, or cancel a contract entered into with us through our website, at any time within the period:

a) beginning upon the submission of your offer; and

b) ending at the end of 14 days after the day on which the contract is entered into,

subject to Clause 12.3. You do not have to give any reason for your withdrawal or cancellation.

12.3 You agree that if you access the Subscription Content before the expiry of the period referred to in Clause 12.2, then you must pay to us an amount proportional to the services accessed or we may deduct such amount from any refund due to you in accordance with this Clause 12.

12.4 In order to withdraw an offer to contract or cancel a contract on the basis described in this Clause 12, you must inform us of your decision to withdraw or cancel (as the case may be). You may inform us by means of any clear statement setting out the decision before the cancellation period has expired.

12.5 If you withdraw an offer to contract, or cancel a contract, on the basis described in this Clause 12, you will receive a full refund of any amount you paid to us in respect of the offer or contract, except as specified in this Clause 12.

12.6 We will refund money using the same method used to make the payment, unless you have expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund.

12.7 We will process the refund due to you as a result of a cancellation on the basis described in this Clause 12 without undue delay and, in any case, within the period of 14 days after the day on which we are informed of the cancellation.

13.LIMITED WARRANTIES

13.1 We do not warrant or represent:

a) the completeness or accuracy of the information published on our website;

b) that the material on the website is up to date;

c) that the website will operate without fault; or

d) that the website or any service on the website will remain available.

13.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

13.3 To the maximum extent permitted by applicable law and subject to Clause 14.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

14.LIMITATIONS AND EXCLUSIONS OF LIABILITY

14.1 Nothing in these terms and conditions will:

a) limit or exclude any liability for death or personal injury resulting from negligence;

b) limit or exclude any liability for fraud or fraudulent misrepresentation;

c) limit any liabilities in any way that is not permitted under applicable law; or

d) exclude any liabilities that may not be excluded under applicable law,and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these terms and conditions:

a) are subject to Clause 14.1; and

b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

14.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

14.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

14.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

14.6 We will not be liable to you in respect of any loss or corruption of any data, database or software, nor in respect of any special, indirect or consequential loss or damage, providing that if you contract with us under these terms and conditions as a consumer, this Clause 14.6 shall not apply.

14.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

14.8 Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of the total amount paid and payable to us under the contract.

15.BREACHES OF THESE TERMS AND CONDITIONS

15.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

a) (if relevant) terminate your Subscription or Free Trial;

b) send you one or more formal warnings;

c) temporarily suspend your access to our website;

d) permanently prohibit you from accessing our website;

e) block computers using your IP address from accessing our website;

f) contact any or all of your internet service providers and request that they block your access to our website;

g) commence legal action against you, whether for breach of contract or otherwise; and/or

h) suspend or delete your account on our website.

15.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

16.TERMINATION OF SUBSCRIPTION

16.1 This Clause 16 only applies if you hold a Subscription or Free Trial.

16.2 Subject to Clause 15.1, we may terminate your Subscription immediately by giving written notice to you if:

a) any amount due to be paid by you to us under these terms and conditions is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

b) we have given you at least 10 days' written notice, following your failure to pay, of our intention to terminate your Subscription in accordance with this Clause 16.2.

16.3 Either party may terminate your Subscription or Free Trial immediately by giving written notice of termination to the other party if:

a) the other party:

i. is dissolved;

ii. ceases to conduct all (or substantially all) of its business;

iii. is or becomes unable to pay its debts as they fall due;

iv. is or becomes insolvent or is declared insolvent; or

v. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under these terms and conditions); or

d) if that other party is an individual:

i. that other party dies;

ii. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

iii. that other party is the subject of a bankruptcy petition or order.

iv. violates our Fair Usage Policy (section 5.4)

16.4 Except to the extent that these terms and conditions expressly provide otherwise, the termination or expiry of your Subscription or Free Trial shall not affect the accrued rights of either party.

16.5 Within 30 days following the termination of your Subscription for any reason and without prejudice to our other legal rights, you must pay to us any Subscription Fees in respect of your Subscription which are owing prior to the termination of your Subscription.

16.6 For the avoidance of doubt, your licence to use the Subscription Content as set out in these terms and conditions shall terminate upon the termination of your Subscription; and, accordingly, you must immediately cease to use the Subscription Content upon the termination or expiry of your Subscription.

16.7 Within 10 Business Days following the termination or expiry of your Subscription, you must irrevocably delete from all computer systems in your possession or control all copies of the Subscription Content.

16.8 If, during your Free Trial, you decide not to enter into a Subscription with us following your Free Trial:

a) your licence to use the Subscription Content as set out in these terms and conditions shall terminate upon the termination or expiry of your Free Trial,

b) you must immediately cease to use the Subscription Content upon the termination or expiry of your Free Trial; and

c) within 10 Business Days following the termination or expiry of your Free Trial, you must irrevocably delete from all computer systems in your possession or control all copies of the Subscription Content.

17.THIRD PARTY WEBSITES

17.1 Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.

17.2 We have no control over third party websites and their contents, and subject to Clause 14.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

18.TRADE MARKS

18.1 PLANET POP and ELT SONGS, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

18.2 The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

19.VARIATION

19.1 We may revise these terms and conditions from time to time.

19.2 We will give you written notice of any revision of these terms and conditions in relation to material changes affecting the terms of your access to the subscription content, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice. All other revisions to these terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions. If you do not agree to the revised terms and conditions, you must stop using our website.

20.ASSIGNMENT

20.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions - providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions.

20.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

21.SEVERABILITY

21.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22.THIRD PARTY RIGHTS

22.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

22.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

23.ENTIRE AGREEMENT

23.1 These terms and conditions, together with our privacy policy and cookie policy , shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

24.LAW AND JURISDICTION

24.1 These terms and conditions shall be governed by and construed in accordance with English law.

24.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

24.3 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

24.4 These terms and conditions are available in multiple languages, however to the extent that these language versions differ, the English language version shall prevail.

24.5 Our VAT number is 337781177.

25.OUR DETAILS

25.1 This website is owned and operated by ELT Songs Ltd.

25.2 We are registered in England and Wales under registration number 11145238, and our registered office is at 54 Sun Street, Waltham Abbey, England, EN9 1EJ.

25.3 Our principal place of business is at Office Suite 3, 4 Bridge Street Mills, Bridge Street, Witney, Oxfordshire, OX28 1FX.

25.4 You can contact us:

a) by post, at our principal place of business address given above;

b) using our website contact form;

c) by telephone, on the contact number published on our website; or

d) by email, using the email address published on our website.