Terms of Service and Conditions of Use
The following Terms of Service shall apply to all visitors and users of the Website (hereinafter referred to individually as “User” and collectively as “Users”). By accessing, browsing, using or registering for the Website, You acknowledge that You have read and agreed to be bound by this Terms of Service.
This Website is operated by Woodward Ltda, with its registered office at Avda Apoquindo 6314, Office 1301, Las Condes – Santiago (hereinafter: Woodward Spanish). All rights reserved.
Definition of Users
This Website is available to all Users:
(i) at least 18 years of age; or
(ii) your parent and/or guardian has consented to Your use of the Website; and
(iii) that your registration and your use of the Website is in compliance with any and all applicable laws and regulations.
In order to use certain features of the Website, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to Woodward Spanish, whether on registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times.
If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify Woodward Spanish. You may be liable for the losses incurred by Woodward Spanish or others due to any unauthorized use of your Website account.
Licensed Educational Content
Unless indicated as being in public domain, all educational videos, images, exercises and other educational content provided on the Website by Woodward Spanish (the “Licensed Educational Content”) are protected by relevant intellectual property and proprietary rights, including copyright, patent, and trademark laws, international conventions and applicable laws. Unless otherwise indicated, all Licensed Educational Content is the property of Woodward Spanish and/or third-party licensors and, subject to the terms and conditions of these Terms, is licensed to You under the following License Restrictions: the Licensed Educational Content is intended for personal, non-commercial use only. Without limiting the foregoing, the Licensed Educational Content may not be used, distributed or otherwise exploited for “commercial advantage or private monetary compensation” unless otherwise agreed in writing by Woodward Spanish. Woodward Spanish strictly prohibits:
(a) the sale or rental of (i) any part of the Licensed Educational Content, (ii) any derivative works based at least in part on the Licensed Educational Content, or (iii) any collective work that includes any part of the Licensed Educational Content;
(b) the sale of access or a link to any part of the Licensed Educational Content
(c) providing training, support, or editorial services that use or reference the Licensed Educational Content in exchange for a fee; and
(d) the sale of advertisements, sponsorships, or promotions placed on the Licensed Educational Content, or any part thereof, or the sale of advertisements, sponsorships, or promotions on any website or blog containing any part of the Licensed Educational Material, including without limitation any “pop-up advertisements”.
Whether a particular use of the Licensed Educational Content is “non-commercial” depends on the use, not the user:
(a) As an example, use of the Licensed Educational Content for teaching or training of own students is permitted, including shared copies of the handouts for the User’s own students.
(b) As another example, copying for more than one teacher, classroom, department, school, or school system is prohibited as NOT “non-commercial” and is not permitted.
Public distribution of the Woodward Spanish products via web is strictly prohibited – the products may not be distributed or displayed digitally for public view. Failure to comply with this rule is a copyright infringement and a violation of the Digital Millennium Copyright Act (DMCA).
Clipart, photos and other elements found in each Woodward Spanish product are original or have been licensed and are therefore copyrighted and cannot be extracted and used outside of this file without permission or license. It is strictly prohibited to remove any copyright or other proprietary notations from the materials.
User Content License Grant; Representations and Warranties
Woodward Spanish may now or in the future permit the posting by You and other users of notes, questions, comments, ratings, reviews, images and videos or other communications. You understand that whether or not such User Content is published, Woodward Spanish does not guarantee any confidentiality with respect to any submissions.
By submitting or distributing User Content through the Website, You hereby grant to Woodward Spanish a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, adapt, prepare derivative works of, use, make, have made, sell, offer for sale, import, and otherwise exploit your User Content, under all intellectual property rights therein, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). By submitting or distributing User Postings through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use your User postings. You are solely responsible for your User Content and the consequences of posting or publishing them. By uploading, submitting, creating, or publishing your User Content to or through the Website, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Woodward Spanish to use and distribute your User Content as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by Woodward Spanish and these Terms of Service; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) your User Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. Woodward Spanish reserves the right to delete such User Content as well as all rights and remedies against any User who violates these Terms of Service.
BY USING THE WEBSITE YOU AGREE NOT TO:
a. use the Website or any related services for any commercial use or purpose unless expressly permitted by Woodward Spanish in writing, it being understood that the Website and related services are intended for personal, non-commercial use only;
b. use the Website for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Website as such services are offered by Woodward Spanish;
c. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein
d. post, upload, or distribute any defamatory, libelous, or inaccurate user content or other content;
e. post, upload, or distribute any user content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
f. publish material on the internet or extract any clipart, images, photos or other elements from the files;
g. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Website, or perform any other similar fraudulent activity;
h. make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Website. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
i. use the Website for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
The price of each individual Educational Material is published on the Website together with the corresponding Woodward Spanish product available for download.
Woodward Spanish supports payment methods specified on the Website (Paypal etc.)
Ownership; Proprietary Rights
The Website is owned and operated by Woodward Spanish in Chile. Except for any user content that are provided and owned by Users, all Materials contained on the Website are the property of Woodward Spanish or its and/or third-party licensors. Except as expressly authorized by Woodward Spanish, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the materials. Woodward Spanish reserves all rights to the materials not expressly granted in the Terms.
Termination by Woodward Spanish. You agree that Woodward Spanish, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Woodward Spanish or your use of the Website and remove and discard all or any part of your account, User profile, user content at any time. Woodward Spanish may also in its sole discretion and at any time discontinue providing access to the Website, or any part thereof, with or without notice. You agree that any termination of your access to the Website or any account You may have, or portion thereof, may be affected without prior notice, and You agree that Woodward Spanish will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Woodward Spanish may have at law or in equity. Woodward Spanish does not permit copyright, trademarks, or other intellectual property infringing activities on the Website, and will terminate access to the Website, and remove all user content or other content submitted, by any Users who are found to be repeat infringers.
Termination by You. Your only remedy with respect to any dissatisfaction with (i) the Website, (ii) any term of these Terms of Service, (iii) any policy or practice of Woodward Spanish in operating the Website, or (v) any content or information transmitted through the Website, is to terminate the Terms and your account. You may terminate the Terms at any time by deleting your login account with the Website and discontinuing use of any and all parts of the Website.
You agree to indemnify, defend, and hold harmless Woodward Spanish, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (“Woodward’s Indemnitees”) from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of any use or misuse of the Website, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein. Woodward Spanish reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Woodward Spanish, and You agree to cooperate with Woodward Spanish’s defense of these claims. Woodward Spanish will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
Disclaimers; No Warranties
No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Woodward Spanish, and its affiliates, partners, LICENSORS and SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ALL WITH REGARDS TO THE WEBSITE. No advice or information, whether oral or written, obtained by You from Woodward Spanish or through the Website will create any warranty not expressly stated herein. You expressly acknowledge that, as used in this Section the term Woodward Spanish includes Woodward Spanish’s officers, directors, employees, shareholders, agents, licensors and subcontractors.
“As is” and “As available” and “With All Faults”. You expressly agree that use of the Website is at your sole risk. THE Website AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, User content, reference sites, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE Website ARE PROVIDED on an “AS IS,” “AS AVAILABLE” AND “with all faults” basis and WITHOUT WARRANTIES or representations OF ANY KIND EITHER EXPRESS OR IMPLIED.
Content. WOODWARD SPANISH, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, User content, FUNCTIONS, or any other information OFFERED ON or through THE WEBSITE or any reference sites WILL BE UNINTERRUPTED, or free of errors, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
Accuracy. WOODWARD SPANISH, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE or any reference sites IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU use, access, DOWNLOAD, OR OTHERWISE OBTAIN information, materials, OR DATA THROUGH THE WEBSITE (INCLUDING RSS FEEDS) or any reference sites AT YOUR own DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR property (including your computer system) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD or use OF SUCH MATERIAL OR DATA.
Limitation of Liability and Damages
Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL Woodward Spanish OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues, or loss of anticipated profits OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE or any reference sites, OR ANY OTHER INTERACTIONS WITH WOODWARD SPANISH, EVEN IF WOODWARD SPANISH OR A WOODWARD SPANISH AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WOODWARD SPANISH’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Damages. IN NO EVENT WILL WOODWARD SPANISH’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE WEBSITE OR your interaction with OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE date of the claim OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED on any reference sites or otherwise BY THIRD PARTIES OTHER THAN WOODWARD SPANISH AND RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY reference sites.
Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT WOODWARD SPANISH HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND WOODWARD SPANISH, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WOODWARD SPANISH. Woodward Spanish would not be able to provide the Website to You on an economically reasonable basis without these limitations.
Limitations by Applicable Law. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Notice. Woodward Spanish may provide You with notices, including those regarding changes to the Terms, by email, regular mail or postings on the Website. Notice will be deemed given twenty-four hours after email is sent, unless Woodward Spanish is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Website. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Website is deemed given 30 days following the initial posting.
Dispute Resolution and Arbitration
- Governing Law. The Terms will be governed by and construed in accordance with the laws of Chile, without giving effect to any principles of conflicts of law.
- Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Terms will be filed only in the state or federal courts in and for Santiago, Chile, and each of You and Woodward Spanish hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
- Severability. If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
- Survival. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration
Modification of the Terms
Woodward Spanish reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes. Your continued use of the Website after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, Woodward Spanish will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the Website, and such amended terms will be effective against You on the earlier of (i) your actual notice of such changes and (ii) thirty days after Woodward Spanish makes reasonable attempt to provide you such notice. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
Woodward is a trademark registered by Woodward Ltda at National Institute of Industrial Property, Ministry of Economy, Chile, under registration number 938321.