READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. YOUR CONTINUED USE OF THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THESE TERMS. ALL SECTIONS OF THESE TERMS ARE APPLICABLE TO MEMBERS, ENROLLEES AND USERS UNLESS THE SECTION EXPRESSLY STATES OTHERWISE.

1. Introduction

1.1. This site [www.plutolms.com], together with any associated Portals (as defined below), are owned, operated and/or made available by Pluto LMS (Pty) Ltd (hereinafter referred to as “Pluto LMS”, “Pluto LMS Website”, “Pluto LMS Platform” “Website”, “we”, “our”, “us” or “the Company”). Any reference to “Pluto LMS”, “we”, “our”, “us” or “the Company”, shall include, where applicable, our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.
1.2. These terms, including any document incorporated by reference herein, including, but not limited to the Privacy Policy (collectively, the “Terms”) apply to any person who uses the Services, accesses, refers to, views and/or downloads any information or material made available on the Website or any Portal for whatever purpose (hereinafter referred to as “user”, “users”, “you” or “your”).
1.3. Accessing and/or use of the Pluto LMS Website and/or any Portal after the Effective Date will signify that you have read, understand, accept, and agree to be bound, and are bound, by the Terms, in your individual capacity and for and on behalf of any entity for whom you use Pluto LMS. Further, you represent and warrant that you have the authority to do so and that you are a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
1.4. To the extent permitted by applicable law, we may modify the Terms with prospective effect with notice to you, and any revisions to the Terms will take effect when and on the date specified in a notice posted on the page devoted to site news and/or updates on the Pluto LMS Website. Your continued use of the Website, Portal(s) and/or the Services will be construed as your consent to the amended or updated Terms, and will be conditional upon the Terms in force at the time of your use. Your only remedy, should you not agree to these Terms, is to stop your use of this Website, Portals and/or Services.

2. Terminology

2.1. The following terminology applies to these Terms:
2.1.1. “Activation Date” shall refer to the date on which Pluto LMS approves a user’s application to become a Member;
2.1.2. “Enrollees” refer to clients, students, learners, or other individuals which are granted access to the content and/or resources created by the Members for consumption by Enrollees;
2.1.3. “Institutional Members” refer to schools, institutions, businesses and/or other institutions or juristic entities which join Pluto LMS as a Member, but specifically exclude natural persons, and which will be liable for payment of any Service Fees;
2.1.4. “Individual Members” refer to teachers, trainers, individuals and/or other natural persons which join Pluto LMS as a Member on a freemium basis, only being liable in certain instances, as stipulated by Pluto LMS or made available on the Website and/or any Portal, for payment of any Service Fees;
2.1.5. “Members” refer to both Institutional Members and Individual Members;
2.1.6. “Party” or “Parties” refers to a Member, a user and/or Pluto LMS, as the context requires;
2.1.7. “Portal” shall refer to a custom portal, page or website created by Pluto LMS for and on behalf of a Member;
2.1.8. “Service Fee” refers to a monetary amount payable by Members in consideration for the Services, and which shall be quoted and agreed upon between the Member and Pluto LMS as and when required by Pluto LMS;
2.1.9. “Services” shall refer to the use of the Website and/or the use of our services in the creation of Portals for Members, designed for the access by Enrollees to consume the content and/or resources created by the Members, in addition to any other services which may be provided through the Pluto LMS Website from time to time;
2.1.10. “Membership Period” shall refer to the period of (1) year as from the Activation Date of a Member’s account by Pluto LMS, unless otherwise agreed by the Parties.
2.2. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

3. Your Agreement to these Terms

3.1. Subject to, and on the basis of your acceptance of the Terms, Pluto LMS grants you a limited, revocable, non-transferable license to access and use the Pluto LMS Platform in accordance with these Terms governing such use and access.

4. Description of our Services

4.1. We provide creation of Portals for Members, designed for the access by Enrollees to consume the content and/or resources created by the Members.
4.2. In consideration for rendering of the Services, Pluto LMS charges a yearly or monthly Service Fee as set out in clause 5 below to certain of its Members.
4.3. Members agree that you shall be solely responsible for any use of your account, Portal and all transactions concluded by yourself on the Website and Portal. A Member shall not allow any third party to utilise its account for any reason whatsoever. If you allow a third party to utilise or in any way access your account, whether intentionally or negligently, Pluto LMS shall have the right to suspend the provision of the Services or terminate these Terms without any refund or other compensation.

5. Service Fee

5.1. Certain Members, at the discretion of Pluto LMS and as stipulated on the Website or any Portal from time to time, when signing up, upgrading and/or for the continued use of the Services, will be liable for payment of the Services Fees;
5.2. When signing up, Pluto LMS may, in its sole and absolute discretion, grant a free trial for use of the Services for a length as determined by Pluto LMS (“Trial Period”);
5.3. Upon termination of the Trial Period, or as determined by Pluto LMS from time to time, certain Members will be required to pay the Service Fee;
5.4. All Service Fees shall be payable in advance to Pluto LMS or its authorised agent by electronic funds transfer, and when and if accepted, certain other payment gateways, as stipulated by Pluto LMS from time to time.
5.5. All Services Fees are exclusive of VAT and financial or bank charges.
5.6. Service Fees paid in a currency other than South African Rand (“Rand”) shall be converted into Rand at Pluto LMS’s financial institution’s then-current market rate of exchange.
5.7. Pluto LMS specifically reserves the right to modify its Service Fee, pricing structure and/or payment conditions from time to time and at its sole discretion.
5.8. Each Member paying such Service Fee shall remain solely liable for any statutory or regulatory charges accruing to such Service Fee.

6. Responsibilities

6.1. You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Pluto LMS’s provision of the Services. If your failure to do so results in a delay in the provision of any Service, Pluto LMS shall not be obliged to extend the relevant Membership Period or be liable for any loss or damages arising from such delay.
6.2. You represent, warrant, and undertake (where applicable) to Pluto LMS that:
6.2.1. You have the full power and authority to enter into these Terms, to grant the license, and to perform your obligations hereunder;
6.2.2. You will carry on your activities on the Website and/or Portal in compliance with any applicable laws and regulations;
6.2.3. You will not use the Services to engage in any unlawful activities;
6.2.4. You have the legitimate right and authorisation (including any necessary licences) to distribute or export any and all products and/or services that you submit for publication on the Website;
6.2.5. You will not sell or otherwise derive monetary remuneration from any products or services on any Portal without the prior written consent of Pluto LMS;
6.2.6. You will not impersonate any person or entity, or misrepresent yourself or your affiliation with any person or entity.
6.3. You will conduct all activities on the Website and/or Portal in accordance with all applicable laws and regulations and commonly accepted commercial practices and in an ethical manner.
6.4. Should Pluto LMS receive any complaint or claim in respect of your account and/or Portal, Pluto LMS shall have the right to suspend or terminate your account immediately.
6.5. You agree to indemnify Pluto LMS and its affiliates and their employees, agents and representatives- and to hold them harmless- from any and all losses, damages, actions, claims and liabilities (including legal costs), whether in contract, delict or otherwise, which may arise, directly or indirectly, from use of the Website and/or any Portal. Unless in the violation of the client’s intellectual property and copyright.

7. Member Content

7.1. Certain areas of this Website and/or the Portals may permit Members and/or Enrollees to submit feedback, information, data, website links, text, software, images, video, messages, other materials or files (each, a “Content Submission”). Members and/or Enrollees, as the case may be, are solely responsible for their own Content Submissions. In the case of Members, such Members are responsible for the Content Submissions made on their Portals, and any such Content Submission, apart from any Personal Information (as defined in the Privacy Policy), is considered both non-confidential and non-proprietary.
7.2. Pluto LMS shall have the right, but shall not be obliged, to monitor or examine any Content Submissions that you publish or submit for publication on the Website or any Portal.
7.3. Further, Pluto LMS does not guarantee the subsequent ability to edit or delete any Content Submission.
7.4. In submitting any Content Submission, Members and Enrollees make the following representations and warranties:
7.4.1. If required by law, all rights in and to such Content Submissions (including, without limitation, all rights to the reproduction and display of such Content Submissions) are obtained by such user, or, alternatively, all necessary rights in and to such Content Submissions as described in these Terms have been obtained;
7.4.2. If required by law, all necessary license fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of Content Submissions have been paid prior to submission to the Website.
7.4.3. Content Submissions do not infringe the copyrights, trademarks, patents, trade secrets, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
7.4.4. Content Submissions do not violate any law including, but not limited to, those governing export control, consumer protection, unfair competition, or false advertising;
7.4.5. Content Submissions are not, and may not reasonably be considered to be, defamatory, libellous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
7.4.6. Members have not and will not be compensated or granted any consideration by any third party for submitting a Content Submission;
7.4.7. Content Submissions do not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
7.4.8. Content Submissions are true, lawful and accurate, and are not false, misleading or deceptive;
7.4.9. Content Submissions do not contain or constitute any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
7.5. Should Pluto LMS, in its reasonable opinion, believe that any of your activities on the site, including but not limited to Content Submissions, are in violation of any applicable law or regulation, or affect any third party’s rights, or fall foul of the provisions set out in these Terms, then Pluto LMS may, at its discretion, delete or remove any material, Content Submission, and/or limit or suspend the provision of the Services to you.