List of active policies

POODLL SITES TERMS OF SERVICE

These Terms of Service (Terms) are between:

 Poodll Co. Ltd (JP Co. Reg. 3100-01-014630) (referred to as we, us and our) 

and 

the individual, organisation or other entity agreeing to these Terms (referred to as you or your), collectively referred to as the Parties or each a Party. 

These Terms govern the access and use of the Poodll Hosted Services and any customisation or related services made available to you (Poodll Hosted Services). The Poodll Hosted Services are available on our websites including app.poodll.net and recordmp3online.com and app.teachertools.com and related websites providing you access to the Poodll Hosted Services (collectively referred to as Website).

1. ACCEPTANCE

   1. These Terms form a binding legal agreement between the Parties. By using the Website and Cloud Poodll Services, you agree to comply with and be legally bound by these Terms. Please read these Terms carefully. If there are any questions regarding these Terms, you should contact us using the contact details at the end of these Terms.

   2. You acknowledge and agree to these Terms by:

      1. ticking 'I Agree'; 

      2. accessing or using the Poodll Hosted Services or Website; or

      3. making part or full payment for the Poodll Hosted Services. If you do not agree to these Terms, you should cease accessing or using the Poodll Hosted Services and Website immediately. If you are agreeing to these Terms on behalf of an organisation, you represent and warrant that you have the power and authority to enter into and bind such organisation.

   3. You acknowledge and agree you are responsible for the acts or omissions of any person using the Poodll Hosted Services (each a User, collectively referred to as Users). You must ensure any such User using or accessing the Poodll Hosted Services does so in accordance with these Terms.

   4. We reserve the right to make changes to these Terms at any time, effective upon the posting of modified Terms. We endeavour to communicate these changes to you via email. It is your obligation to ensure that: (a) you have read, understood and agree to the most recent Terms available on the Website; and (b) each User accesses and uses the Poodll Hosted Services in accordance with the most recent Terms.

2. OTHER TERMS AND CONDITIONS

   1. These Terms supplement and incorporate our Privacy Notice as set out on the Website.

   2. Poodll Hosted Services may use third party products and services including but not limited to Amazon Web Services available on their website. Third party terms do not form a part of these Terms.

3. SERVICES

   1. Users can access and use Poodll Hosted Services via the Websites on any supporting computer, mobile, tablet or other device (collectively referred to as Device). We recommend the User accesses the Website and Poodll Hosted Services using mainstream browsers, the versions of which are not greater than 12 months old.

   2. You can access and use Poodll Hosted Services as set out on the Website: (a) for free (Free Package Service); or (b) to obtain additional features and functionalities, by purchasing a Poodll Hosted Services package (Paid Package Service) if available and pay the applicable fees (Package Fee) for a 12 month period or such other fixed term as set out on the Website (Paid Package Period). Your package may include third party products and services that provide additional features or functionalities as set out on the Website (Third Party Products). Third Party Products may be available for free or purchased for a fee through the Website (Add-on Fee).

   3. To access and use the Poodll Hosted Services, you must complete our signup form available on the Website (Signup Form) to: (a) create your workspace (Poodll Workspace); and provide the personal information requested including but not limited to your name, email, mobile/cell number, organisation information (if applicable), billing details and other related information as requested by us (Account Information) to register, create and manage an account on the Website (Account). If you request a Paid Package Service, we will not provide you with access to Poodll Hosted Services including your Poodll Workspace or Account until the applicable Package Fee is paid by you and received by us. If you request an Add-on, we will not provide you with the Add-on product until the applicable Add-on Fee is paid by you and received by us.

   4. Your Poodll Workspace will be allocated a limited number of Users. Other limitations such number of Courses or Submissions may apply. If you purchase a Paid Package Service, we will provide the Poodll Hosted Services for the duration of the Paid Package Period.

   5. Although we endeavour to ensure Third Party products are maintained and updated on a regular basis, Poodll disclaims all responsibility and liability for the quality, reliability or failure of any Third Party Products.

4. DATA

   1. Information or content you or Users submit via the Website or Poodll Hosted Services (Data), Account Information or other related information may be stored in servers outside of the United States of America.

   2. We will not use, disclose or reference any Data or Account Information except for support and training purposes in accordance with these Terms or as required for us to provide the Poodll Hosted Services.

   3. You represent and warrant that:

      1. any and all Data you submit via the Poodll Hosted Services and Website are your sole and exclusive property; or

      2. you have secured any and all authorisation and rights to use the Data as applicable under the relevant laws.

   4. You grant us a licence to use, copy, transmit, store and back-up your Data, Account Information and other related information for the purposes:

      1. to enable you and Users to access and use the Poodll Hosted Services;

      2. related to provision of Poodll Hosted Services to you and the performance of our obligations under these Terms; and

      3. for research and development as required for the improvement of Poodll Products and Services.

   5. It is your responsibility to maintain copies of all Data which you and a User provide via the Poodll Hosted Services. We will use reasonable industry standards and procedures to prevent data loss. However, as the Data is stored on a cloud-based service, provided by third parties, we do not guarantee that there will be no loss of Data, Account Information and other information. We do not warrant that access to the Poodll Hosted Services, Data, Website or Account Information will be available without interruption.

   6. If you purchase any Third Party Products made available by us such as enabling any plugins or applications for use in conjunction with the Poodll Hosted Services you acknowledge that We are not responsible for any disclosure, modification or deletion of Data resulting from any such access by Third Parties.

   7. You acknowledge and agree that:

      1. we are not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s) or agents or any User; and

      2. you are responsible for complying with all laws and regulations regarding the use and disclosure of your Data including but not limited to requirements under Japanese law or corresponding foreign domestic law.

   8. We will use and maintain security systems for the transmission of Data, consisting of encryption and "firewall" technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. These measures are intended to prevent unauthorised Data infiltration or security breaches. We do not guarantee the security of any Data you store on servers of your contractors or third party service providers, including but not limited to the Third Parties.

5. AVAILABILITY OF WEBSITE AND POODLL HOSTED SERVICES

   1. Although we intend that access to the Poodll Hosted Services via the Website should be available on a full-time basis, the Website may be unavailable due to maintenance or other development activity from time to time. You can check our service level by accessing our status page.

   2. Where possible, we will provide notice to you and the Users of any maintenance or development activity in advance via email and the Website.

6. SUPPORT

   1. We may provide limited technical support to you as set out on the Website. If you require technical support, please contact us using the details at the bottom of these Terms. We endeavour to respond to a support request within a reasonable period of time.

   2. If you require specific, customised support this may incur a support services fee.
      
      

7. PAYMENT

   1. If you purchase a Paid Package Service, you agree to pay the Paid Package Fee upfront on a yearly basis as required to enable you to access and use the Poodll Hosted Services.

   2. If you choose a Third Party Product and Add-on Fees are payable, you agree to pay the Add-on Fee upfront on a monthly or yearly basis as required to enable you to access and use the Third Party Product.

   3. You will be required to make payment of the applicable Paid Package Fee and/or Add-on Fee (collectively referred to as Fees) by way of credit card or Paypal. The initial payment will be processed upon receipt of the request for a Third Party Product and/or Package Service (as applicable). Each further payment will be automatically charged to your PayPal account or credit card (details of which are provided in the Signup Form) on the relevant periodic basis. You must maintain correct billing details.

   4. You agree that we will automatically debit your PayPal account or credit card to renew the Paid Package Period unless you notify us you would like to cancel the Paid Package Service.

   5. You must not pay, or attempt to pay, any Fees through any fraudulent or unlawful means. If our third party payment service provider is unable to successfully process your payment or we do not receive the relevant Fee on the day it is due for any reason, we will attempt to contact you via email as soon as we are aware of the payment failure. Until payment is confirmed, your access and any Users' access to the Poodll Hosted Services including Poodll Workspaces may be suspended until we receive confirmation of payment.

   6. Payment is due on the date of the invoice. If your nominated payment method is declined we'll notify you and automatically re-try for up to 10 days. If payment isn't made within 10 days, your service may be suspended until payment is made or your site is deleted.

   7. All amounts are stated in US dollars.

   8. Our pricing structure or payment methods may be amended from time to time at our sole discretion.

8. CANCELLATION OF POODLL HOSTED SERVICES

   1. You may delete your Poodll Workspace, cancel your Paid Package Service, cease using a Third Party Product or terminate your Account and these Terms. If you cancel your Paid Package Service or Third Party Product, your access to and use of the Paid Package Service or Third Party Product (as applicable) will be terminated at the end of the billing cycle, and automatic payments will cease at the end of the month or year that we are notified of your intention to terminate.

   2. It is your responsibility to retrieve all relevant Data from your Account prior to termination.

   3. We may terminate these Terms immediately, at our sole discretion, if:

      1. you breach any of these Terms and do not remedy the breach within 7 days after receiving notice of the breach if the breach is capable of being remedied;

      2. we consider that a request for a Free Service, Package Service or access to Poodll Hosted Services is inappropriate, improper or unlawful;

      3. where there is an Insolvency Event;

      4. we consider that the working relationship has broken down between the Parties including a loss of confidence and trust; or

      5. for any other reason outside our control which has the effect of compromising our ability to provide you with the required Poodll Hosted Services within a required timeframe.

   4. On termination of your Account, Package Service or these Terms, we may retain your Account Information, Data or other documents (including copies) as required by law or regulation. You acknowledge and agree to authorise us to retain or destroy such documents upon termination of these Terms or your Account and in accordance with any applicable statutory periods.

9. REFUND POLICY

   1. Subject to your rights under Japanese Law, we may provide you with a refund of any Fees on a case-by-case basis and solely at our discretion including if the Poodll Hosted Services or Website is unavailable for more than 7 days.

10. USER OBLIGATIONS

    1. You warrant that all information provided to us is true, accurate and complete.

    2. You acknowledge and agree you are responsible for how the Users use the Poodll Hosted Services and that:

       1. you and each User uses the Poodll Hosted Services at your own risk;

       2. all usernames and passwords required to access the Poodll Hosted Services are kept secure and confidential;

       3. if there is any unauthorised use of your password or any other breach of security, you will immediately notify us of such activity;

       4. the accessibility and reliability of the Poodll Hosted Services is dependent upon your and each User's choice of web-browser, internet connection, Device, Device operating system other hardware and their settings;

       5. it is your responsibility to determine that the Poodll Hosted Services meet your needs and your business and are suitable for the purposes for which the Poodll Hosted Services are used;

       6. you are responsible for obtaining any consents, licences, permits and permissions from other parties as required for the Poodll Hosted Services to be provided including content within your Poodll Workspace, at your cost, and for providing us with the necessary consents, licences and permissions upon request; and

       7. you will cooperate with us and provide us, as reasonably requested by us from time to time, with information about your Device and/or access to your Data as is reasonably necessary to enable us to perform the Poodll Hosted Services and comply with these requests in a timely manner.

    3. You acknowledge and agree that:

       1. each User is authorised to use the Poodll Hosted Services and access or input any Data, Account Information or other information they input into the Poodll Workspace or provide to us as required for the Poodll Hosted Services;

       2. you will procure each User to use the Poodll Hosted Services in a lawful manner and in accordance with these Terms;

       3. each User will keep any and all usernames and passwords required to access the Poodll Hosted Services secure and confidential;

       4. Poodll Hosted Services may include third party products and services.

    4. You may use the Poodll Hosted Services on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept these Terms as they apply to you.

    5. We are not responsible to any person or entity other than you and nothing in these Terms confers, or purports to confer, a benefit on any other person or entity. If you use the Poodll Hosted Services on behalf of or for the benefit of any third party, you agree that:

       1. you are responsible for ensuring that you have the right to do so;

       2. we do not warrant the fitness for purpose or suitability of the Poodll Hosted Services for such third party's purposes and third parties may not rely on us for any purpose;

       3. you are responsible for authorising any person who is given access to your Data, and you agree that we have no obligation to provide any person or entity with access to such Data without authorisation from you and may refer any requests for access to the Data to you to address; and

       4. you will indemnify us, on first demand, against any and all claims, expenses, liabilities or losses arising out of in connection with our refusal to provide any persons with access to your Data in accordance with these Terms or us making Data available to any person with authorization from you.

    6. You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to your Data via the Poodll Hosted Services and Website comply with laws which are applicable to you, including any laws requiring you to retain records of your Data.

    7. Each User must have their own safeguards and back-up processes in place to recover from any failures or loss of Data which might occur whilst using the Poodll Hosted Services and protecting the confidentiality of your Data with suitable management procedures, as you may see fit.

11. PROHIBITED USE

    1. You acknowledge and agree that you and each User will not:

       1. attempt to circumvent or disable the Website or any technology features or measures in the Website by any means or in any manner;

       2. attempt to modify, copy, adapt or reproduce the Website or Poodll Hosted Services except as necessary to use it for normal operation;

       3. distribute, encumber, sell, rent, lease, sub-licence, or otherwise transfer, publish or disclose the Poodll Hosted Services to any third party (except as permitted under these Terms);

       4. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on the Website or used in connection with the Website or Poodll Hosted Services;

       5. use the Website or Poodll Hosted Services in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another's copyrights, trade secrets, and patents;

       6. take any action that interferes, in any manner, with our rights with respect to the Website or Poodll Hosted Services;

       7. upload any products or services offered by third parties, including any plugins other than providing access to an externally-located Third Party product through selecting an activity within a course using the external tool feature;

       8. attempt to undermine the security or integrity of the Poodll Hosted Services, Websites, Poodll Workspaces, servers, computing systems or a third party's computing systems and networks hosting the Website and Poodll Hosted Services;

       9. use, or misuse, the Poodll Hosted Services and Website in any way which may impair the functionality of the Website, Service or cloud systems used to deliver the Poodll Hosted Services and Website or impair the ability of any other user to use the Poodll Hosted Services and Website;

       10. attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access; and

       11. transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).

    2. You must not, and you must ensure each User does not, post, upload, publish, submit or transmit any content that:

       1. infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

       2. is fraudulent, false, misleading or deceptive;

       3. denigrates us, the Website, any Poodll Workspaces or Poodll Hosted Services;

       4. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

       5. is defamatory, obscene, pornographic, vulgar, offensive, promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

       6. is violent or threatening or promotes violence or actions that are threatening to any other person; or

       7. promotes illegal or harmful activities or substances.

    3. Title, ownership rights and Intellectual Property rights in and to any content displayed on the Website or Poodll Hosted Services, or accessed through the Website, Poodll Workspaces or Poodll Hosted Services, are the property of the applicable content owner and may be protected by applicable copyright or other law. These Terms give you no rights to such content or rights to any content which you do not own.

    4. You acknowledge that any breaches of this clause may lead to termination of these Terms.

12. PRIVACY NOTICE

    1. We agree to comply with the legal requirements as set out in our Poodll Sites Privacy Notice which is available on the Website.

    2. You will be taken to have read the terms of the Poodll Sites Privacy Notice when you accept these Terms.

13. INTELLECTUAL PROPERTY

    1. Title to, and all Intellectual Property rights in the Poodll Hosted Services, Website and Poodll Workspaces, and any documentation relating to the Website and Poodll Hosted Services, remain our property and the property of our successors and permitted assigns. Your right to use such Intellectual Property is subject to the terms of these Terms.

    2. Subject to these Terms, we grant you a personal, non-exclusive, non-transferable, limited, revocable, sub-licensable licence to use and access the Poodll Workspaces for your own personal and/or non-commercial use in accordance with these Terms including to export and host the Poodll Workspace with third party providers, and not to use the Poodll Workspace, Website or any Poodll Hosted Services in any other way or for any other purpose, apart from those permitted. This right to use and access the Poodll Workspace is licensed rather than sold to you. You must not use the Poodll Workspaces other than in accordance with these Terms and you are not to sublicense for a fee or your commercial gain.

    3. 
       

    4. Title to and all Intellectual Property rights in any Data you input into Poodll Hosted Services and Website remain your property. However, if you have a Paid Package Service, your access to the Data and continued use of Poodll Hosted Services, Website and any Poodll Workspaces is contingent on annual payments of your Paid Package Fee.

    5. You grant us a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Poodll Hosted Services and Website and for any other purpose related to provision of Poodll Hosted Services and Website to you and the performance of our obligations under these Terms.

14. FEEDBACK AND DISPUTE RESOLUTION

    1. Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about Poodll Hosted Services or Website, please contact us using the relevant contact form as set out on the Website.

    2. If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

       1. The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).

       2. If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator.The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

    3. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

15. LIMITATION OF LIABILITY AND DISCLAIMERS

16. 1. You acknowledge that although we will take reasonable steps to ensure that the Poodll Hosted Services will be fit for the purposes as advertised, we do not guarantee that:

       1. the Poodll Hosted Services or Website will meet your requirements as the functionality of the Poodll Hosted Services and Website is dependent configuration on your Device and other components;

       2. the Website and Poodll Hosted Services will work in each of your desired use case scenarios; and

       3. the Website or Poodll Hosted Services can be executed on every operating system, as it is impossible to test each variant.

    2. The Poodll Hosted Services use third party services including third party hosting services which are provided without any sort of warranties, and we cannot ensure that these third party hosting services are provided free of defect or without interruption.

    3. We do not warrant that use of Poodll Hosted Services or Website will be uninterrupted or error free. The operation of Poodll Hosted Services and Website is dependent on public telephone services, computer networks, the Internet, which can be unpredictable and may from time to time interfere with the use of the Poodll Hosted Services and Website. We accept no responsibility for any such interference or prevention of your use of the Poodll Hosted Services or Website.

    4. All risk arising out of the use or performance of Poodll Hosted Services and Website remains with you. You understand and agree that the use of the Poodll Hosted Services, Website, material or data downloaded or otherwise obtained through the use of the Poodll Hosted Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. We are not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Poodll Hosted Services and Website, any third party software or operating system.

    5. To the maximum extent permitted by law, we and our licensors disclaim all warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights or lack of viruses, for the Poodll Hosted Services or Website. In no event will we or our licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of these Terms, the use of or inability to use the Poodll Hosted Services or Website, even if we were advised of the possibility of such damages.

    6. You acknowledge that we may pursue any available equitable or other remedy against you as a result of a breach by you of any provision of these Terms.

    7. We or our licensors' liability for breach of any of its obligations under these Terms for the Poodll Hosted Services or Website, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total price paid by you for the Poodll Hosted Services. Our total liability to you for all damages in connection with the Poodll Hosted Services will not exceed the price paid by you under these Terms for the 12 months period prior to the act which gave rise to the liability. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

    8. You acknowledge and agree that we will not be liable for any non-compensatory damages including punitive, aggravated, multiple, exemplary, liquated or any other non-compensatory damages or the consequences of non-payment.

16. INDEMNITY

    1. You will be liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from: (i) any information that is not accurate, up to date or complete or is misleading or a misrepresentation; (ii) any breach of these Terms; (iii) and any misuse of the Poodll Hosted Services or Website; from or by you, your users, your employees, contractors or agents.

    2. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Poodll Hosted Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.

    3. The obligations under this clause will survive termination of these Terms.

17. NOTICE

    1. Any notice required or permitted to be given to the User under these Terms will be addressed to the User at the email address provided by the User.

18. RELATIONSHIP OF PARTIES

    1. Neither Party is authorised to bind the other Party in any way without prior written consent of the other Party.

    2. The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.

19. RIGHTS OF THIRD PARTIES

    1. Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.

20. ASSIGNMENT

    1. These Terms are personal to you. You must not assign or deal with the whole or any part of its rights and/or obligations under these Terms without our prior written consent.

    2. Any purported dealing in breach of this clause is of no effect.

21. WAIVER OR VARIATION OF RIGHTS

    1. Any failure or delay by us in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent us from exercising that power or right or any other power or right.

    2. We are not liable to you for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

22. POWERS, RIGHTS AND REMEDIES

    1. Except as expressly stated to the contrary in these Terms, the powers, rights and/or remedies of a Party under these Terms are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in these Terms merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to these Terms or any other person.

23. FORCE MAJEURE

    1. If performance of these Terms or any obligation under these Terms is prevented, restricted, or interfered with by causes beyond either party's reasonable control (Force Majeure), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

24. CONSENTS AND APPROVALS

    1. Where these Terms provide that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in these Terms, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

25. FURTHER ASSURANCE

    1. Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to these Terms.

26. ENFORCEABILITY

    1. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provisions in question will not be affected.

27. ENTIRE AGREEMENT AND UNDERSTANDING

    1. The date of these Terms is the date that these Terms are accepted by the User.

    2. In respect of the subject matter of these Terms:

       1. these Terms contain the entire understanding between the Parties; and

       2. all previous oral and written communications, representations, warranties or commitments are superseded by these Terms and do not affect the interpretation or meaning of these Terms.

28. GOVERNING LAW AND JURISDICTION

    1. These Terms are governed by the laws of Japan. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Japan.

29. DEFINITIONS

    1. Insolvency Event means the occurrence of any of the following events in which a Party:

1. 2. 1. is unable to pay its debt as they fall due;

      2. makes or commences negotiation with a view to making, a general rescheduling of its indebtedness, a general assignment, scheme or arrangement or composition with its creditors;

      3. takes any corporate action or any steps are taken or legal proceedings are started for:

         1. its winding-up, dissolution, liquidation or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by the other Party (which approval will not be unreasonably withheld); or

         2. the appointment of a controller, receiver, administrator, office manager, trustee or similar officer of it or of any of its revenues and assets; or

      4. seeks protection or is granted protection from its creditors, under any applicable legislation.

   3. Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.

Contacting us

For any questions, issues or feedback, please use the contact methods as set out on the Website.

For any notices, please contact us using the details below:

Poodll Co. Ltd (JP Comp. Reg. 3100-01-014630)

307 Tagawa Building 

Hayama 1-6-5, Nagasaki City

Nagasaki 852-8053, Japan

Email: woof@poodll.com

Last update: 06 October 2020

POODLL SITES PRIVACY NOTICE

This Privacy Notice tells you how we, Poodll Co. Ltd. Ltd, will collect and use your personal data to provide services which allows educators to create courses and activities. 

Who are we?

Poodll Co. Ltd is a software company based in Japan which provides software and software services for educators.

What’s covered by this Privacy Notice?

Under the EU’s General Data Protection Regulation (GDPR) personal data is defined as: “any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person”.

All data subjects whose personal data is collected, in line with the requirements of the GDPR.

• Where Poodll Co. Ltd is hosting a website on its own behalf, it is the Data Controller for all the data collected. 

• Where Poodll Co. Ltd is providing a workspace for an educator to provide courses and activities (as with Poodll NET and Record MP3 Online) it is the Data Processor for the administrator of that workspace.

Why does Poodll Co. Ltd need to collect and store personal data?

In order for Poodll Co. Ltd to provide you with Poodll NET and other Poodll hosted websites we need to collect personal data for correspondence purposes and/or to allow us to provide you our service(s). We are committed to ensuring that the information we collect and use is appropriate for this purpose. Poodll Co. Ltd is a company which values its users’ data protection and privacy rights and we have no interest in collecting data beyond what we need to make our service(s) work for you.

If you are going to be contacted by us for marketing purposes, we will not rely solely on this notice, but will always seek an additional confirmation from you that it’s ok to do that.

In general we collect personal data relating to you for specific purposes, with the nature of the data collected depending on your interaction with Poodll Co. Ltd. 

Our legal basis for the processing of personal data are:

Article 6.1(a), GDPR, Consent

Article 6.1(b), GDPR, Contract

Article 6.1(f), GDPR, Legitimate Interest

Any legitimate interests pursued by us, or third parties we use, are as follows:

• recruitment and Induction of new Candidates

• emergency Contacts for people who work with us, such as employees and contractors

• health and safety purposes.

• business Development

• providing login systems to users via their existing social media accounts

The special categories of personal data concerned are:

•  biometric Data in the form of facial images

• health Data in respect of employees, contractors and other people who work with us

• any special categories of special personal data which any user volunteers while using the Poodll systems (for example in a forum or submission)

Will Poodll Co. Ltd share my personal data with anyone else?

We may pass your personal data on to third-party service providers contracted to Poodll Co. Ltd in the course of dealing with you. We do this because there are some services, such as video conferencing, which will not work unless we are able to make these transfers. Any third parties that we may share your data with are obliged to keep your details securely, and to use them only to deliver the service they provide on our- and of course, your-behalf. When they no longer need your data to fulfil this service, they will dispose of the details in line with Poodll Co. Ltd’s procedures. If we wish to pass your sensitive personal data onto a third party we will only do so once we have obtained your consent, or if it is necessary to comply with an employment contract, unless we are legally required to do otherwise. If you would like an up-to-date register of all our third-party service providers, please contact woof@poodll.com and we will be happy to provide it.

How will Poodll Co. Ltd use the personal data it collects about me?

Poodll Co. Ltd will process (collect, store and use) the information you provide in a manner compatible with the EU’s General Data Protection Regulation (GDPR). We will endeavour to keep your information accurate and up to date, and not keep it for longer than is necessary. Poodll Co. Ltd maintains a register of its data processes which includes a record of the data retention policy for each type of data collected and is committed to only ever trying to process the minimum amount of data needed. Poodll Co. Ltd is required to retain certain information in accordance with the Law, such as information needed for income tax and audit purposes. How long certain kinds of personal data should be kept may also be governed by specific business-sector requirements and agreed practices. Personal data may be held in addition to these periods depending on individual business needs.

Can I find out the personal data that the organisation holds about me?

Poodll Co. Ltd at your request, can confirm what information we hold about you and how it is processed. If Poodll Co. Ltd does hold personal data about you, you can request the following information:

• Identity and the contact details of the person or organisation that has determined how and why to process your data.

• The purpose of the processing as well as the legal basis for processing.

• If the processing is based on the legitimate interests of Poodll Co. Ltd or a third party, information about those interests.

• The categories of personal data collected, stored and processed.

• Recipient(s) or categories of recipients that the data is/will be disclosed to.

• If we intend to transfer the personal data to a third country or international organisation, information about how we ensure this is done securely. The EU has approved sending personal data to some countries because they meet a minimum standard of data protection. In other cases, we will ensure there are specific measures in place to secure your information. These will rely on measures approved by the EU Commission.

• How long the data will be stored.

• Whether the provision of personal data is a statutory or contractual requirement, or a requirement necessary to enter into a contract, as well as whether you are obliged to provide the personal data and the possible consequences of failing to provide such data.

• The source of personal data if it wasn’t collected directly from you.

What forms of ID will I need to provide in order to access this?

Poodll Co. Ltd accepts a request made through an account on a Poodll site while the person making the request is logged in. In certain circumstances Poodll Co. Ltd could ask for additional information and the following forms of ID when information on your personal data is requested:

A colour copy of a Passport, driving licence or National ID Card

Agreeing to these terms is your Consent

By consenting to this privacy notice you are giving us permission to process your personal data specifically for the purposes identified. Where consent is required for Poodll Co. Ltd to process both standard and sensitive types of personal data, it must be explicitly given. Where we are asking you for sensitive personal data we will always tell you why and how the information will be used. Agreement with this Privacy Notice and its accompanying terms and conditions (as applicable) (and any Data Processing Agreements, if they apply to you) will be considered to be explicit consent and we will keep a copy of the records of that consent for audit purposes.

You may withdraw consent at any time by contacting woof@moodle.com

Disclosure

Poodll Co. Ltd will pass on your personal data to certain third parties. Poodll is a global company and it uses cloud services which may be accessed by Poodll employees in any part of the world, including our office in Japan.

Retention period

Poodll Co. Ltd will process different forms of personal data for as long as is necessary and proportionate for the purpose for which it has been supplied and will store the personal data for the shortest amount of time possible, taking into account legal and service requirements. For further details on the retention period for any particular type of data, please contact woof@poodll.com

Your rights as a data subject

At any point while we are in possession of or processing your personal data, you, the data subject, have the following rights:

right of access – you have the right to request a copy of the information that we hold about you.

right of rectification – you have a right to correct data that we hold about you that is inaccurate or incomplete.

right to be forgotten – in certain circumstances you can ask for the data we hold about you to be erased from our records.

right to restriction of processing – where certain conditions apply to have a right to restrict the processing.

right of portability – you have the right to have the data we hold about you transferred to another organisation.

right to object – you have the right to object to certain types of processing such as direct marketing.

right to object to automated processing, including profiling – you also have the right to be subject to the legal effects of automated processing or profiling.

right to judicial review: in the event that Poodll Co. Ltd refuses your request under rights of access, we will provide you with a reason as to why. You have the right to complain as outlined in the section named “Complaints” below.

Where Poodll Co. Ltd are your Data Controller, you may make a request directly to the Data Protection Officer using the email address dpo@moodle.com

Where Poodll Co. Ltd are a Data Processor, and act on behalf of a data controller (such as Poodll NET) any requests received by Poodll Co. Ltd will be passed on to the Data Controller.

Complaints

In the event that you wish to make a complaint about how your personal data is being processed by Poodll Co. Ltd (or third parties as described above), or how your complaint has been handled, you have the right to lodge a complaint directly with the supervisory authority and Poodll Co. Ltd’s data protection Officer. Complaints should be lodged at: woof@poodll.com

DATA PROCESSING AGREEMENT

This data processing agreement and its appendix (“DPA”) has been entered into between 

1. You or your organization or entity as The Data Controller (“Controller”); and
   
   

2. Poodll Co. Ltd being a company registered within Japan under registered

company number 3100-01-014630 (“Processor").

Contact person: Justin Hunt

Controller and Processor are referred to individually as “Party” and collectively as “Parties”.

1. Background and objective

   1. The Parties entered into a contractual relationship that this contract is an extract to (the “Agreement”). Within the scope of its assignment, Processor may gain access to and process personal data for which Controller is the data controller. This means that Processor is a data processor for Controller [, or another company in Controller's Group,] in accordance with the applicable data protection legislation (“Data Protection Legislation”).

   2. The objective of the DPA is to comply with the requirements in the Data Protection Legislation for a written agreement between Controller and Processor. 

2. Definitions

   1. The terms used in the DPA shall have the same meaning as assigned to them below and in the Data Protection Legislation, which inter alia imply that:

1. The term personal data means any information that, directly or indirectly, can identify a living natural person;

2. The term processing means any operation or set of operations performed with regard to personal data, whether or not performed by automated means, for example collection, recording, organisation, storage, adaptation or alteration, retrieval, gathering, use, disclosure by transmission, dissemination or otherwise making information available, alignment or combination, blocking, erasure or destruction;

3. The term data controller means anyone who alone or jointly with others determines the purposes and means of the processing of personal data; 

4. The term data processor means a anyone who processes personal data on behalf of the data controller;

5. The term sub-processor means a sub-contractor that is engaged by Processor. The sub-processor processes personal data on behalf of Controller in accordance with the sub-processor’s obligation to provide its services to Processor;

6. The term standard data protection clauses adopted by the EU-Commission means standard contractual clauses regulating the transfer of personal data to third countries and that have been adopted by the EU Commission in accordance with Commission Decision C(2010)593 of 5 February 2010 or corresponding decision replacing such decision; and

7. The term Data Protection Legislation means applicable data protection legislation. As from 25 May 2018, Regulation (EU) 2016/679 of the European Parliament of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation; the “GDPR”) and such national legislation implementing the GDPR is the applicable data protection legislation. 

3. Undertaking and instruction

   1. Processor undertakes to process the personal data that it has access to under the Agreement on behalf of Controller, for the purpose of fulfilling the Agreement and during the term of the Agreement. Processor further undertakes:

1. To process the personal data in accordance with the Data Protection Legislation, the Agreement and any other documented instructions from Controller. Processor may, however, without instructions process information required by laws of the European Union or national legislation in a member state to which Processor is subject, but shall inform Controller of such requirement prior to processing, provided that Processor is not prohibited to give such information with reference to important grounds of public interest;

2. Not to use or utilize personal data transferred to or transferred by Processor, collected to or collected by Processor, produced to or produced by Processor or any other way processed personal data under this DPA in its business.

3. To keep the personal data confidential and not to disclose the personal data to any third parties or in any other way use the personal data in contradiction with the Agreement and the DPA. Processor shall also ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

4. To assist Controller, taking into account the nature of the processing, by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller's obligation to respond to and to fulfil requests from data subjects exercising their rights laid down in Chapter III of the GDPR; and

5. To assist Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR (implement security measures, manage personal data breaches, conduct data privacy impact assessments and participate in prior consultations with the supervisory authority) taking into account the nature of the processing and the information available to Processor. 

4. transfer of personal data

Processor may not transfer person data to a third country unless Controller has specifically requested or approved to do so.  Such written approval should be requested and provided in writing to every  entity and/or transmission receiver  separately. 

5. Information security

Processor implements all appropriate technical and organisational measures necessary in order to ensure a level of security, as required pursuant to the Data Protection Legislation (Article 32 of the GDPR (32 § Data Protection Act (523/1999)) and other measures necessary in order for Processor to comply with the security requirements set out in the Agreement or that are otherwise required by Controller with reference to the DPA);

Processor undertakes to inform Controller of the technical and organisational measures, which it will implement in order to protect the personal data processed on behalf of Controller. In this context, see security instructions described in Appendix 1. If Processor makes changes that could affect the protection of personal data, Controller shall be informed of this well in advance before such changes are implemented.

In the event of data breach or any potential violation of information security, Processor shall notify Controller without delay after becoming aware of the infringement of information security of personal data or any other violation of Data Protection Legislation, this DPA or the instructions of Controller. As a part of the notification, Processor must inform Controller without delay and in writing all the necessary information about the disturbance and the related measures, especially:

1. 1. a description of the nature of the infringement of information security, including the information of registered groups and estimated amount of registered persons affected by the infringement along with the information required by Data Protection Legislation

   2. necessary information  regarding to the statutory obligations and fulfillment of the contractual obligations of Controller. These obligations shall be based, inter alia, Data Protection Legislation, agreements made with third parties and/or a request, a guidance and/or a ruling made by the supervisory authority or a tribunal

   3. necessary information for preventing similar infringements of the information security and information required for the notifications made for the registered persons and possible third parties.

6. Audit 

   1. Processor shall grant Controller access to all information required in order to verify that the obligations set out in the DPA are complied with. Processor shall facilitate and participate in audits, including inspections, carried out by Controller or a governmental authority or by a third party authorised by Controller. If Controller uses a third party to carry out the audit, that third party shall not be a competitor of Processor and shall undertake confidentiality in relation to Processor's information. 

   2. Processor shall immediately inform and consult with Controller in the event that a supervisory authority initiates or takes any action in relation to Processor with regard to the processing of personal data under the Agreement or the DPA. 

7. Engaging sub-processors

   1. Processor may not engage or replace a sub-processor for the performance of Processor's processing of personal data under the DPA, without obtaining a written approval from Controller in advance. 

8. Damages and compensation

   1. Processor shall, without limitation, hold harmless and indemnify Controller in the event of damage that is attributable to Processor's processing of personal data in breach of the DPA or the Data Protection Legislation. For the avoidance of doubt, administrative fines are imposed on the Party in breach of its obligations and, in consequence, neither party will bear the other Party’s administrative fines. 

   2. Processor's compensation under the Agreement includes compensation for Processor's undertakings under the DPA unless otherwise stated in writing by Parties. 

9. Order of validity of contract documents 

This DPA is irremovable part of the Agreement. If the terms of the Agreement and terms of this DPA are divergent or otherwise in contradiction, this DPA shall prevail.

10. Term

    1. The DPA is effective for as long as Processor processes personal data on Controller's behalf. 

    2. In the event that Processor is in breach of its obligations under the DPA or Data Protection Legislation, and fails to remedy the deficiency within thirty (30) days of Processor being notified of the breach, or within the time period agreed between the Parties, Controller has the right to terminate the Agreement with immediate effect or the longer period of notice notified by Controller.

When the Agreement expires or terminates, Processor shall, based on Controller's instructions, delete or return to Controller without any additional cost, in a manner acceptable to Controller, all personal data, and delete existing copies unless storage of personal data is required pursuant to European Union law or the Member State's national law. Processor undertakes to actively seek instructions from Controller without delay. 

11. Governing law and Dispute resolution

    1. The DPA shall be governed by and construed in accordance with Finnish law, with the exception of conflict of law rules.

    2. Disputes regarding interpretation and application of the DPA shall be settled in accordance with the provisions in the Agreement regarding dispute resolution.