ADDITIONAL PRODUCT TERMS – APPENDIX – ARTICULATE 360 

Some of the defined terms used in this Appendix are set out below. Any defined terms used but not set out in this Appendix are as set out in Omniplex Learning’s Terms and Conditions. 

“Authorised Users” 

means the Customer Personnel authorised by the Customer to use the Software. A “Seat” is one licence for one Authorised User. The number of “Seats” purchased is set out in the Order Form; 

“Customer Personal Data” 

means the personal data collected and processed in the Software, as further described in the Third Party Vendor’s privacy policy; 

“Data Processing Purpose” 

means the data processing purpose as further described in the Third Party Vendor’s privacy policy; 

“End User Agreement” 

“Optional Feature” 

means the Third Party Vendor’s General Terms of Service available at this link https://www.articulate.com/360-terms-of-service/; 

means any chargeable new or additional products, services, features and functionalities available in connection with the Software that is not a part of the free updates or upgrades to the Software, including without limitation, Reach 360; 

“Software” 

means all software within or comprising Articulate 360, including any Optional Features, and/or distributed by the Third Party Vendor, to enable the Customer and its Authorised Users to create interactive online training for learning management systems; and 

“Third Party Vendor” 

means the third party provider Articulate Global LLC, who is licensing and providing access to the Software 

1. Licence to use the Software 

1.1 Subject to the Customer entering into the Agreement, Omniplex Learning shall procure the grant to the Customer of a licence from the Third Party Vendor to use and access the Software subject to and on the terms of the Agreement and the End User Agreement. 

1.2 The Customer shall: 

1.2.1 comply with the End User Agreement; 

1.2.2 ensure that its Authorised Users are made aware of and comply with the End User Agreement; 

1.2.3 be responsible for its Authorised Users’ compliance with the End User Agreement.

1.3 A ‘Personal’ licence to use the Software is non-exclusive, non-transferable, non-sublicensable, revocable and subject to the limits on time, number of Seats and price agreed in the Terms and Conditions and/or Order Form. 

1.4 A ‘Teams’ licence to use the Software is non-exclusive, transferable up to two (2) times per Seat per 12 month term, non-sublicensable, revocable and subject to the limits on time, number of Seats and price agreed in the Terms and Conditions and/or Order Form. 

1.5 The Customer shall not decompile, reverse engineer, disassemble, translate, make a derivative work, modify or adapt the Software. The Customer must not sell, sub-license, rent, lease, or otherwise provide rights to the Software for free or for value. 

2. Optional Features 

2.1 An Optional Feature can be purchased in respect of all or some of the Seats. If purchased at the same time as purchasing Seats for the Software, the rates will be as set out in the Order Form. If Optional Feature Seats are purchased after the purchase of the Software, the rates for the Optional Feature will be as available at the time of purchase. 

2.2 If the Customer fails to pay for Optional Features for all Seats using Optional Features in accordance with paragraph 2.1 and Omniplex Learning becomes aware that Optional Features are being used by Customer Personnel then: 

2.2.1 Omniplex Learning will notify the customer of the number of additional Seats using Optional Features; 

2.2.2 any additional charges for Optional Features will be incorporated into the Customer’s licence under paragraph 1 and captured for purposes of paragraph 3.1; 

2.2.3 Omniplex Learning will calculate future charges in accordance with paragraph 3.3; 

2.2.4 Omniplex Learning will invoice the Customer for historic usage of the Optional Features at the same rate as would have been payable by the Customer during such period for Optional Features, plus any additional reasonable costs that Omniplex Learning has incurred as a result of this historic usage; and 

2.2.5 The Customer will pay the invoice raised in accordance with paragraph 2.2.4 within 30 days. 

2.3 The term of any Optional Features purchased will be 12 months unless otherwise specified in the Order Form. 

2.4 The term of any Reach 360 (an Optional Feature) subscription is treated co-terminously with the Software Seats. 

2.5 There are no credits or refunds for any Optional Feature users not utilised during the Term.

3. Co-terminous product 

3.1 The Software is licensed on the basis of co-terminous Seat upgrades. For example, this means that if the Customer buys fifty Seats at the Commencement Date, and four months later it buys another ten Seats, Omniplex Learning will charge the ten Seats for the remaining eight months of the Year, such that the second batch of Seats purchased becomes co-terminous with the first batch of Seats purchased (i.e. all Seats will end together on the same date). 

3.2 The Customer may upgrade (i.e. increase) its number of Seats during a Year, but cannot downgrade (i.e. decrease) its number of Seats during a Year. 

3.3 Where the Customer increases its number of Seats, Omniplex Learning will calculate the charges pro-rata on a monthly basis over the remaining Term and the Customer will be charged accordingly at its new level of Seats. 

3.4 Upon renewal, we will charge you for the total number of Seats used during your previous subscription (including all Seats using the Software including any Optional Features that have not been paid for at the time of renewal). 

4. Data protection terms applicable to use of the Software 

4.1 The privacy policy applicable to the Software is here: https://articulate.com/trust/privacy. 

4.2 The data processing agreement applicable to the Customer Personal Data processed by the Third Party Vendor in order to provide the Software is here: https://articulate.com/360/terms/dpa. (You will note that this agreement covers the situation where the Third Party Vendor is a Processor of such Customer Personal Data used in the Software and you are Controller of the Customer Personal Data). If you would like to have a Controller to Controller data processing agreement between you and the Third Party Vendor, covering the very limited business contact data that the Third Party Vendor will, as Controller, process for its account management purposes, please let us know and we can provide you with a pre-signed agreement from the Third Party Vendor.) 

4.3 The cookies policy applicable to the Software is here: https://articulate.com/trust/privacy/information-we-collect. 

4.4 The list of sub-processors in the Software is here: https://articulate.com/trust/gdpr/subprocessors. 

5. Support applicable to the Software 

5.1 Omniplex Learning offers an enhanced support package for the Software (Enable+). Customers who opt for the enhanced support package will have this set out in the Order Form and an additional Appendix detailing the relevant support which will form part of this Agreement. 

5.2 Customers who do not opt for the Omniplex Learning enhanced support package shall be entitled to a basic Software support package details of which can be found at https://articulate.com/support/policy.

6. Access Conditions 

6.1 The Customer’s right to access and use the Software is subject to: 

6.1.1 the continued existence and validity of Omniplex Learning’s reseller agreement with the Third Party Vendor; 

6.1.2 the continued existence of the End User Agreement or equivalent terms entered into directly between the Customer and the Third Party Vendor; and 

6.1.3 the continued existence and validity of, and the Customer’s compliance with the Agreement (including without limitation payment of applicable Charges). 

6.2 If, for any reason Omniplex Learning’s reseller agreement with the Third Party Vendor terminates or expires; and/or the End User Agreement terminates or is revoked, and Omniplex Learning is no longer authorised to provide, resell or support the Software, then the provisions of this Agreement relating to the Software (including any applicable Order Form) shall automatically terminate with effect from the date Omniplex Learning ceases to be so authorised. Any such termination shall be limited to the Software only and shall not affect: 

6.2.1 any other products or Services provided under this Agreement; or 

6.2.2 the continued validity of this Agreement in respect of those other products or Services. 

6.3 Upon termination of the Software in accordance with this clause Omniplex Learning’s obligations in respect of the Software (including any support or maintenance services relating to it) shall cease. 

7. Liability for the Software 

7.1 The Customer acknowledges that, in respect of the Software, Omniplex Learning is acting as an authorised reseller of the Third Party Vendor and does not own the Software. Accordingly, the Customer acknowledges and agrees that: 

7.1.1 Omniplex Learning shall have no Liability in respect of the Software (including but not limited to the functionality, availability, or whether the Software meets the Customer’s requirements). The Customer’s recourse in relation to the Software is to the Third Party Vendor under the End User Agreement. 

7.2 The Customer shall indemnify Omniplex Learning against all damages, losses, liabilities, claims, actions, costs, expenses (including reasonable fees and disbursements for legal or professional services), proceedings, judgments, consensual settlements, penalties, fines, demands, interest and charges incurred or suffered, howsoever arising, by Omniplex Learning as a result of or in connection with the Customer’s (including the Customer Personnel’s) breach of the terms of the End User Agreement.