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This Agreement is formed and executed where a Customer (a school, home school, school district, private enterprise or other educational institution) and Cinglevue have agreed for Cinglevue to make its SaaS application (the Virtuoso platform) available to the Customer, the Customer’s staff and contractors, the Students and their parents/guardians. The Customer will use the Instance for the sole purpose of providing the Customer’s teachers, staff and contractors, the Students and their parents/guardians with the functionality and tools of a learning engagement platform, document management platform, and school administration platform. Alternatively, in some cases, the Customer may be a research organisation requiring access to a software application to support a research study involving invited research participants.

  • Cinglevue will use its best efforts to ensure uptime for the Customer’s Virtuoso Instance meets the specified Uptime Target. However, on occasion the Instance may not be accessible or suffer service degradation due to Permissible Downtime, which incorporates scheduled maintenance, disaster recovery operations, or failures or service degradation of third party systems outside the Virtuoso infrastructure. Cinglevue will use its best efforts to schedule maintenance outside of Business Hours.
  • The Customer warrants that it will maintain the security of it’s own facilities and infrastructure used to access and make use of it’s Virtuoso Instance in accordance with accepted industry standards with respect to physical security, system configuration, installation of software updates and patches, identity and authentication management and passwords, preparedness for cyber-attacks, and cyber safety considerations and the protection of children, and will use its best efforts to prevent all persons, other than Super Users and Users, from accessing the Instance. The Customer will ensure that all necessary consents from parents/guardians for Students to use and/or be included on the Instance and to collect, use and disclose their Personal Information are obtained. All Personal Information of Super Users and Users (including Students) will be the responsibility and under the control of the Customer. The Customer will comply with all applicable privacy laws as regards its collection, use and disclosure of Personal Information. Customer Data that is or comprises Personal Information will be treated by Cinglevue as the Customer’s Confidential Information.
  • Virtuoso and the Instance use machine learning algorithms (ML) to analyse data generated from the use of Virtuoso to provide recommendations to users of the Instance (ML Recommendations). The Customer acknowledges that ML Recommendations are generated by ML and not by any person, not checked, moderated or vetted by Cinglevue, offered ‘as is’ and without warrant, and used at user’s own risk.
  • Cinglevue may collate, extract and/or aggregate in a de-identified form data generated by Customers, users of Virtuoso, including data stored on the Instance, so as to create de-identified research datasets (Research Datasets) provided that the resulting Research Datasets are not and do not contain Personal Information. Cinglevue may apply the Research Datasets to its own research projects and initiatives, disclose the Research Datasets to suitably qualified researchers in Australia or elsewhere under terms prohibiting them from re-identifying any of the data in the Research Datasets, or apply the Research Datasets to joint research projects between Cinglevue and suitably qualified researchers in Australia or elsewhere under terms prohibiting them from re-identifying any of the data in the Research Datasets, including for commercial purposes.
  • Where the Customer is a research organisation and/or using the Instance for the purposes of research, the Customer warrants that it will only use such for participants who have agreed to participate, will at all times fully comply with all Privacy Act requirements relating to such research, and has sought and obtained all necessary ethics approvals for any research activities it wishes to conduct using or in connection with the Instance.

This agreement governs the Implementation Services Agreement (ISA) details, Terms and Conditions, and agreed Statement of Work (SOW) where a Customer has signed the SaaS Agreement for use of the Virtuoso learning engagement platform and requires professional assistance with aspects of the configuration and customisation (i.e. implementation services). The Customer is a school, home school, school district, private enterprise or other educational institution or organisation.

  • The Customer will ensure that Cinglevue is provided with all information, facilities, services and access reasonably requested by Cinglevue to support performance of the Implementation Activities, provide full and safe physical access to the Customer Access Facilities and Premises as required to perform the Implementation Activities, and appoint (and notify Cinglevue of the) Customer project manager to manage the Implementation Activities on behalf of the Customer, identify Customer resources that are necessary to support successful Implementation Activities and liaise with Cinglevue as required.
  • If, in the course of performing the Implementation Activities, Cinglevue forms a reasonable view that one or more of the Implementation Activities cannot be successfully completed (Impracticable Activities) (e.g. because another information system is incompatible and cannot be integrated with the Instance), Cinglevue will notify the Customer and those Impracticable Activities need not be performed and the relevant proportion of the Charges associated with performance of those Impracticable Activities not yet incurred will be subtracted from the overall Charges.
  • The Customer may within 10 Business Days of Cinglevue notifying the Customer of completion of the Implementation Activities perform user acceptance tests on the Instance to ensure that the Instance’s functionality is consistent with substantial completion of the Implementation Activities. Cinglevue is entitled to observe and participate in this user acceptance testing as it is carried out.

This Research SaaS Agreement allows Cinglevue to grant access to the Virtuoso SaaS application to a Research Organisation for the purposes of conducting research with Research Participants. The Research Organisation is a university, research institution, research company or other organisation engaged in education research requiring access to a software application to support a research study involving invited Research Participants.

Cinglevue will provide a dedicated instance of Virtuoso as deployed and maintained for use by the Research Organisation (Instance). The Research Organisation will use the Instance for the sole purpose of providing the Research Organisation’s staff and contractors and the Research Participants (who are Users or Super Users) with the functionality and tools of a research data collection platform.

  • The Research Organisation warrants that it will maintain the security of it’s own facilities and infrastructure used to access and make use of it’s Virtuoso Instance in accordance with accepted industry standards with respect to physical security, system configuration, installation of software updates and patches, identity and authentication management and passwords, preparedness for cyber-attacks, and cyber safety considerations and the protection of children, and will use its best efforts to prevent all persons, other than Super Users and Users, from accessing the Instance.
  • The Research Organisation will ensure that all necessary consents from parents/guardians for Research Participants to use and/or be included on the Instance and to collect, use and disclose their Personal Information are obtained. All Personal Information of Super Users and Users (including Research Participants) will be the responsibility and under the control of the Research Organisation. The Research Organisation will comply with all applicable privacy laws as regards its collection, use and disclosure of Personal Information. The Research Organisation warrants that it will only use the Instance for Research Participants who have agreed to participate, will at all times fully comply with all Privacy Act requirements relating to such research and has sought and obtained all necessary ethics approvals for any research activities it wishes to conduct using or in connection with the Instance.
  • Cinglevue is subject to and will comply with the Privacy Act and Cinglevue’s Privacy Policy with respect to its collection, storage, use and disclosure of Personal Information. Research Organisation Data that is or comprises Personal Information will be treated by Cinglevue as the Research Organisation’s Confidential Information.
  • Cinglevue may collate, extract and/or aggregate in a de-identified form data generated by Research Organisations, Super Users and Users of or otherwise associated with Virtuoso, including data stored on the Instance, so as to create de-identified research datasets (Research Datasets) provided that the resulting Research Datasets are not and do not contain Personal Information. Cinglevue may apply the Research Datasets to its own research projects and initiatives, disclose the Research Datasets to suitably qualified researchers in Australia or elsewhere, or apply the Research Datasets to joint research projects between Cinglevue and suitably qualified researchers in Australia or elsewhere, under terms prohibiting them from re-identifying any of the data in the Research Datasets, including for commercial purposes.

Cinglevue makes available its Virtuoso platform to schools, school districts, other education institutions and private enterprises (Customers) and the platform’s primary emphasis is on facilitating improved educational outcomes, supporting teachers and students to achieve continual, measurable, and sustainable learning gains.

  • Cinglevue collates, extracts and/or aggregates in a de-identified form data generated by or on behalf of its Customers and their users of or otherwise associated with Virtuoso to create de-identified research datasets (Research Datasets). The resulting Research Datasets are not and do not contain Personal Information.
  • Cinglevue may disclose the Research Datasets to suitably qualified researchers in Australia or elsewhere, including for commercial purposes, strictly in accordance with the consent given by Customers and their users (or their legal guardians) with respect to agreements with its Customers and the Cinglevue Privacy Policy.

This document sets out the terms on which you (Demo Sandbox User, you or your) may access and use the demo sandbox for the Virtuoso platform (Demo Sandbox) of Cinglevue (we, us or our). By accessing the Demo Sandbox or providing to us or using in the Demo Sandbox any Personal Information you: (i) agree to and are bound by these Demo Sandbox Terms of Use (Sandbox Terms); and (ii) consent to the collection, use and disclosure of your Personal Information to or by Cinglevue (as operator of the Demo Sandbox) in accordance with the Virtuoso Privacy Policy.

  • From time to time, the Demo Sandbox may not be accessible or suffer service degradation and you acknowledge that the Demo Sandbox is reset to its default state on a daily basis and any data you enter into or on the Demo Sandbox will be deleted and irretrievable. You must not upload (or cause to be uploaded) any data containing Personal Information. You must comply with all applicable privacy laws as regards its collection, use and disclosure of Personal Information.
  • You acknowledge and agree that you are an employee of or contractor to a school, home school, school district, private enterprise or other educational institution or organisation. As the Demo Sandbox User, you will use the Demo Sandbox for the sole purpose of trialling Virtuoso as a platform for learning engagement, school administration and/or document management. The Demo Sandbox User is responsible for his/her conduct when using the Demo Sandbox and the conduct of all other persons the Demo Sandbox User allows to access or use the Demo Sandbox.
  • The Demo Sandbox may use machine learning algorithms (ML) to analyse data generated from the use of the Demo Sandbox. ML allows Virtuoso and the Demo Sandbox to provide recommendations to the Demo Sandbox User presented via the User Interface (ML Recommendations). The Demo Sandbox User acknowledges that ML Recommendations are generated by ML and not by any person, not checked, moderated or vetted by Cinglevue, offered ‘as is’ and without warrant, and used at user’s own risk.
  • The Demo Sandbox is offered to the Demo Sandbox User on an ‘as is’ and ‘as available’ basis without any warranties of any kind.

This Pre-Service Teacher Trial Agreement sets out the terms on which you, the Pre-Service Teacher (PST), may access and use the Virtuoso platform free of charge for the duration of the Free Trial Term. If you want your school, school district, private enterprise or other educational institution or organisation (Organisation) to use Virtuoso, that organisation will need to first sign a separate Free Trial Agreement. At any time during the Free Trial Term your Organisation may decide to purchase a full subscription to Virtuoso.

  • Cinglevue will set up an instance (PST Trial Instance) of the Trial Version of Virtuoso accessible at the Free Trial URL and the Organisation and its users may access the PST Trial Instance for the duration of the Free Trial Term. Once we create it, you are responsible for managing the PST Trial Instance, including any data that you upload or store on the PST Trial Instance.
  • Before you allow any student, teacher, parent of a student or any other third party to access the PST Trial Instance, you must use your best efforts to ensure that they first read and agree to the Terms of Use (found in Annexure A to the SaaS Agreement). You must not upload (or caused to be uploaded) any data containing confidential information to the PST Trial Instance.
  • Any data you enter into the PST Trial Instance and any customisations make to the PST Trial Instance will be permanently lost unless your Organisation purchases a subscription to the same services as those covered by this PST Trial Agreement, or downloads such data and customisations prior to the end of the Free Trial Term.
  • The PST Trial Instance is offered to the PST and the Organisation on an ‘as is’ and ‘as available’ basis without any warranties of any kind.

This Free Trial Agreement sets out the terms on which you, the Free Trial User (being a school, home school, school district, private enterprise or other educational institution or organisation) may access and use the Virtuoso platform free of charge for the duration of the Free Trial Term.

  • You acknowledge and agree that, if you are signing up to the Trial Version of Virtuoso on behalf of an organisation, you have permission from that organisation to do so. You will use the Free Trial Instance for the sole purpose of trialling Virtuoso as a platform for learning engagement, school administration and/or document management.
  • Cinglevue will set up an instance (Free Trial Instance) of the Trial Version of Virtuoso accessible at the Free Trial URL and the Free Trial User and its users may access the Free Trial Instance for the duration of the Free Trial Term. Once we create it, you are responsible for managing the Free Trial Instance, including any data that you upload or store on the Free Trial Instance.
  • Before you allow any of your students, teachers, parents of students or any other third party to access the Free Trial Instance, you must use your best efforts to ensure that they first read and agree to the Terms of Use (found in Annexure A to the SaaS Agreement).
  • You must not upload (or caused to be uploaded) any data containing confidential information to the Free Trial Instance. Any data you enter into the Free Trial Instance and any customisations made to the Free Trial Instance will be permanently lost unless you purchase a subscription to the same services as those covered by this Free Trial Agreement, or download such data and customisations prior to the end of the Free Trial Term.
  • The Free Trial Instance is offered to the Free Trial User on an ‘as is’ and ‘as available’ basis without any warranties of any kind.

The Haven SDK Licence Agreement outlines the terms and conditions under which software/content developers can create Immersive Experiences for use in conjunction with Haven. Software/content developers must not use the Haven SDK to develop applications for platforms other than Haven or develop a software development kit based on Haven.

    • Immersive Experiences developed using the Haven SDK can be listed on the Virtuoso Resource Library, Virtuoso Marketplace, Apple App Store, or Oculus Quest Store. Software/content developers are forbidden to disclose any Immersive Experience Data accessible through use of the Haven SDK to any person, other than Cinglevue.
    • Whilst Cinglevue retains all Intellectual Property rights in relation to Haven and the Haven SDK, software/content developers retain all Intellectual Property rights to any Immersive Experiences they create using the Haven SDK under this Agreement.
    • Please note that Cinglevue has no obligation to provide any support to software/content developers in relation to the Haven SDK.
    • This Haven SDK Licence Agreement forms a legally binding contract between a software/content developer and Cinglevue which must be agreed to prior to using the Haven SDK.

The Virtuoso Marketplace Terms of Use govern access to and browsing of the Virtuoso Marketplace (VM), which is owned by Cinglevue. The VM offers an open platform for educators, teachers, students, and creators using the Virtuoso platform to discover, demonstrate, buy, sell and share their original content for teaching and learning (Resources).

  • Users of the VM include individuals who are Virtuoso subscribers and who have registered for an account as a VM Member. Broadly speaking, VM Members can include Buyers, who can make purchases, download free and purchased Resources, post feedback, make comments and other public messages, and Sellers, who can upload and sell Resources, access sales data, purchase promotional space and access marketing and communications features. Sellers must pay an account membership fee and are subject to additional payout fees per Resource sold.
  • For each Resource the Seller uploads for sale on the VM, they must offer a free demonstrable component of the Resource for the Members to access, view and download at no charge (Free Resource). The Free Resource is to provide an introduction to the product type, quality and style of a Resource and allows a sample and/or demonstration of the value of any anticipated purchase.
  • Sellers own the Resources and maintain the Intellectual Property Rights in their Resources and grant Members a licence to use such Resources for limited use. Members may purchase an Individual License, which permits them to designate one Assignee to use the Resource (with additional licenses purchasable as needed), or a Classroom License which allows Organisations to transfer use of the Resource from one Assignee to another new Assignee once per calendar year (e.g. between teachers in a school).

In order to use the VM Users must first agree to these Terms of Use. Acceptance of these Terms of Use will constitute a legally binding agreement between Cinglevue and a User.

The Virtuoso Marketplace Partner Agreement governs access to and use of the education marketplace platform known as Virtuoso Marketplace (VM), where Publishers can offer teaching and learning materials, classroom supplies, and educational works (Resources) for sale to users of the Virtuoso platform. Resources may include electronically delivered files, digital products, streaming videos, Immersive Experience content, physical goods and other product types.

  • Publishers must upload on its Seller page all relevant Resources it has developed and currently offers, plans to offer, and makes generally available to the market for the early learning, primary and secondary education levels. Uploaded Resources cannot contain any identifying details or personal information relating to students, any content that could be considered illegal, defamatory, obscene or unsuitable for students, and must be the property of or licensed to the Seller.
  • For each Resource the Publisher uploads for sale on the VM, they must offer a free demonstrable component of the Resource that can be accessed, viewed and downloaded at no charge (Free Resource). The Free Resource is to provide an introduction to the product type, quality and style of a Resource and allows a sample and/or demonstration of the value of any anticipated purchase.
  • To have an Account on the VM as a Publisher Seller you must pay the account fees for each membership term, and Transaction Fees (per Resource sold) and VM Payout Rates (as a % of the value of a sale) for a Publisher Seller membership also apply.
  • The copyright and Intellectual Property Rights in all Resources provided by a Publisher remains with the owner of such Intellectual Property Rights and a Seller owns the Resources and maintains the Intellectual Property Rights in their Resources and grants VM Members a license to use such Resources for a limited use in accordance with the Terms of Use.

Cinglevue provides Virtuoso to schools, school districts, home schools, universities, research institutions, research companies and other organisations engaged in the provision of education and/or education research and wishes to offer Virtuoso to customers around the world. It relies on channel sales partners (Channel Partners) to sell and implement the solution in line with local requirements in each region (Territory).

This Agreement governs rights and obligations between Cinglevue and an appointed Channel Partner, where the Channel Partner wishes to have the right to promote, market, sell access and offer implementation services for Virtuoso to Customers in the Territory.

  • The Channel Partner must use its best endeavours to proactively market Subscriptions to potential Customers and must conduct Marketing Activities in the Territory in accordance with and in satisfaction of the Channel Partner KPIs. Where the Channel Partner collects, stores, uses and/or discloses Personal Information from individuals in connection with performing its role under this Agreement, the Channel Partner will comply with the Privacy Act with regards to Personal Information and consent, comply with all Local Privacy Laws, and must comply with the Virtuoso Privacy Policy.
  • When an organisation or individual wishes to become a Customer, the Channel Partner will assist that organisation or individual to do so by helping the organisation or individual to register for a Subscription on the Virtuoso website, or helping the organisation to negotiate with Cinglevue a tailored SaaS Agreement. Once a Customer has entered into a SaaS Agreement with Cinglevue, the Channel Partner may provide Implementation Services to the Customer as the Channel Partner sees fit and for fees as agreed between the Channel Partner and the Customer, provided such fees are demonstrably commercially reasonable with reference to similar services provided in the Territory.
  • The Channel Partner and Cinglevue will liaise to have Cinglevue establish an Instance for use by the Customer, which will become functional on a go-live date specified by Cinglevue to the Customer in writing, and Cinglevue will invoice the Customer directly for the payment of fees under the SaaS Agreement. The Channel Partner must provide reasonable assistance to the Customer and Cinglevue in relation to implementation of the Instance for the Customer and any services the Channel Partner has agreed, with the Customer, to provide to the Customer.
  • Once a Customer has been a Customer for 3 months after being referred by the Channel Partner the Channel Partner becomes entitled to an amount equal to the Commission Rate multiplied by the total amount of fees received by Cinglevue from that Customer for the Subscription (Channel Partner Commission).

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