Welcome to the Citizens website and app, located at citizens.co and citizens-app.com, collectively “the Platform”. The Platform enables individuals to build and curate structured digital portfolios of their extracurricular achievement (“Citizens Profiles”), for showcasing to individuals, higher education institutions, prospective employers and others. By using the Platform and our Services, you ("User" or "you") agree to these Terms of Use ("Terms") and our Privacy Policy available at https://citizens.co/privacy-policy (“Privacy Policy”). If you do not agree, you do not have permission to use the Platform.

‍FOR ALL USERS

Terms
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These Terms should be read as a whole with the Privacy Policy, and provide the exclusive terms of the relationship between Citizens Education Limited (“Citizens”) and:

1) Users, including students, teachers, administrators and others
2) Organisations subscribing to a Citizens service, such as Schools, Charities, Employers and Educational Publishers

With the exception of a valid signed written agreement between an Organisation and Citizens, nothing outside the Terms shall constitute part of any agreement between Citizens and you relating to your use of the Service.

‍Registration

‍We invite you to register at the Platform. If you do not register, you may not be able to use all of the features of the Platform. If you register, you agree to provide true, accurate and complete information about yourself. You also agree to update registration information to maintain its truth, accuracy and completeness.

‍Acceptable Use

‍Subject to your compliance with these Terms, Citizens Education Limited grants you the right to access and use the Platform only for the purposes of sharing information for non-commercial purposes. While using the Platform, you must comply with all applicable domestic and international laws, statutes, ordinances and regulations. Your use of any information contained on the Platform, including information posted by you (“User Content”) is your sole responsibility.

All content of the Platform, which may include without limitation, information, text, data, photographs, audio, video, images, graphics, logos, trademarks, service marks, and other content or User Content, associated technology and software, and the look and feel of the Platform (collectively "Platform Content"), are the proprietary property of Citizens or its licensors. Any rights to Platform Content not expressly granted to you herein are reserved by Citizens. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you any licence to intellectual property rights, whether by estoppel, implication or otherwise. You agree not to reproduce, modify, copy, frame, reproduce, display, transmit, distribute, publish, sell, or otherwise commercially exploit the Platform and/or Platform Content in any form or by any means, in whole or in part, without express written permission from Citizens, and any such use is strictly prohibited, except in regards to your User Content posted on the Platform in accordance with the Terms or as expressly allowed in these Terms. Unless you have received specific written permission from Citizens, you may not (a) frame or otherwise impose editorial comment, commercial material or any information or content on, or in proximity to, User Content or Platform Content displayed on the Platform or (b) alter or modify any Platform Content.

The Platform may allow you to upload, view, copy or download User Content or Platform Content for your personal, non-commercial use, subject to the following conditions:

1) You understand that all your User Content and the consequences of posting such User Content are your sole responsibility and are subject to the Terms and the Citizens Privacy Policy.

2) You represent and warrant that your User Content does not infringe the copyright, trademark, publicity/privacy right or other intellectual property or proprietary right of any third party.

3) Unless expressly allowed in the Terms or if you receive prior written consent from Citizens, you shall not upload to, distribute through, or otherwise publish through the Platform any User Content that is commercial in nature or that contains any solicitation of funds (except by or on behalf of nonprofits), nor any promotion, advertising or solicitation for goods or services without Citizens’ express written consent.

4) When posting, uploading or otherwise distributing your User Content on the Platform, you may be able to limit the audience this is visible to. This is detailed further in the Citizens Privacy Policy. By posting, uploading or otherwise distributing your User Content on the Platform, you explicitly consent that other users of the Platform may access, display, view, store, and/or download such User Content, and post or forward such User Content to others who may or may not be registered Users of the Platform.

5) You hereby grant (and represent and warrant that you have all necessary rights to grant) to Citizens Education Limited a perpetual, sublicenseable, transferable, world-wide, non-exclusive, royalty free, license to your rights in the User Content (including moral rights) for all purposes, including but not limited to use, copy, reproduce, modify, adapt, publish, edit, translate, create derivative works from, transmit, distribute, display, perform, or derive revenue or other remuneration from such User Content and incorporate such User Content into other works in any form, media or technology. By providing User Content to the Platform, you hereby permit Citizens Education Limited to identify you as the provider of such User Content in any form, media and technology. You may revoke this license in regard to the right to display your User Content by removing your User Content from the Platform. We may use your email address to contact you and notify you of any Platform news. Generally, you cannot opt-out of receiving certain communications such as service-related announcements and administrative messages, except by terminating your account.

6) You agree that Citizens Education Limited has no liability or responsibility for the storage or deletion of any User Content that you submit or post or emails you send through the Platform. Citizens Education Limited reserves the right to change its general practices and limits at any time in its sole discretion, with or without notice.

‍Community rules

‍In using the Platform you must not do anything that is harmful, inappropriate or illegal. You agree not to:

1) be misleading or deceptive (for example, impersonating another person or faking Actions

2) not be inappropriate (for example, rude, abusive, offensive, disruptive or hateful)

3) not insult, bully, intimidate or humiliate any person

4) not harm or put any children at risk

5) not encourage or glamourise illegal activity (for example, violence)

6) not be discriminatory or promote discrimination (for example based on race, gender, disability, religion)

7) not damage someone’s reputation

8) not link to content that breaches these community rules

9) not contain spam, unwanted or viral advertising

We may remove anything that doesn’t comply with these rules.

‍No Representations, Warranties or Endorsements

‍The Content is gathered from a variety of sources and is intended solely as general information. Inclusion of any Content on the Platform does not constitute or indicate Citizens Education Limited’s endorsement, representation or warranty of such information (which may include organisation descriptions and missions, educational activities or other information) or its accuracy, completeness, or timeliness. Through the Platform (including email messages sent by Citizens Education Limited), you may receive access to third party individuals or entities. Your choice to contact or deal with any of these individuals or entities is your sole responsibility and Citizens Education Limited is not involved in any transactions or dealings you have with any third parties.
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User Content

‍By submitting information, remarks, ideas, suggestions, inventions, graphics, images, photographs or other User Content ("User Content") through the Platform, you grant to Citizens Education Limited an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, sublicense, distribute, market, sell, display, modify, create derivative works from and transmit such User Content for any purpose. You waive any moral or author’s rights or rights to attribution completely and irrevocably. Citizens shall not be subject to any obligations of confidentiality regarding any User Content that you submit except as specified in Citizens’ Privacy Policy, or as otherwise specifically agreed to or required by law. You understand that all User Content you submit through the Platform is your responsibility.
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Data Processing

‍We will: (a) process User data on your behalf, for the purposes of the subscribed services and for no other purpose, acting as a data “processor” as defined in applicable data protection laws; (b) gather feedback about the service and (c) for no other purposes except as expressly authorised by the User. In situations where we act as a data processor on your behalf, all communications with the relevant Users are to be approved with you in advance, provided that once a User 'opts in' to the service, we may communicate directly with the User and the frequency, content and method of such communication will be at our sole discretion. Upon termination or expiry of the agreement, if the User has 'opted-in' or registered for the service during the term their User data will be retained by us following termination without further agreement being required. For the avoidance of doubt, if the User 'opts-in' or otherwise registers for the service, either during the term or subsequent to termination, we will be controllers of any data obtained independently from the User. You will comply with all laws and regulations applicable to the communications sent through the service or using data obtained from the service, including those laws and regulations relating to (a) acquiring consents (where required) to lawfully send emails, (b) the content of emails, and (c) implementing an unsubscribe or opt-out mechanism.’

‍Intellectual Property
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The intellectual property rights, including but not limited to patent, copyright, trademark, service mark, trade name, trade dress, derivative works, moral rights, trade secrets, and proprietary information and technology, associated with the Content and/or the Platform itself are owned or licensed by Citizens. Except as expressly provided herein, neither Citizens nor its licensors confers upon you by implication, estoppel, or otherwise, any licence or right under any such intellectual property. No intellectual property ownership rights are or will be assigned to you. You agree not to infringe or challenge any of the intellectual property rights associated with Content and/or Platform.
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Indemnity

‍You agree to indemnify, defend, and hold harmless Citizens and its respective officers, directors, employees, agents, representatives, and affiliates and (collectively, "Affiliates") from any claim, action, or demand, and associated costs and expenses (including reasonable attorneys fees) arising out of your (or anyone using your password) use of the Platform; interaction with Citizens, companies or organisations present on the Platform; violation of these Terms; or violation of any third party's intellectual property, privacy or other rights.
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Disclaimer of Warranties
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Except if expressly provided otherwise in the terms, the Platform (including without limitation, all Content, advertisements, links, and emails) is provided to you "as is" and "as available" without warranty of any kind. Citizens does not guarantee or warranty the accuracy, legality, appropriateness, truthfulness, or other qualities of any User Content or the related products, equipment, or services. Citizens hereby disclaims, to the maximum extent permitted by law, the following: all warranties either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement; and other warranties including but not limited to: uninterrupted use; availability of the Platform; lack of viruses, worms, trojan horses, or code that manifests contaminating or destructive properties; accuracy, completeness, reliability, timeliness, currency, or usefulness of any information provided on or through the Platform; and any duties of reasonable care, workmanlike effort or lack of negligence in connection with the Platform. Citizens Education Limited is not engaged in the provision of legal, tax, or other professional advice or services and you agree that the Platform does not contain any legal, tax, or other professional advice. If you are in need of such services, you should contact the appropriate licensed and qualified professional. Citizens Education Limited is not involved with the processing, exchange, donations of money as may be arranged by third parties on the Platform; therefore, Citizens Education Limited is not responsible for any transactions associated with donations solicited, promised, or otherwise on the Platform including, without limitation, any transfers made pursuant to an Action.

‍Assumption of Risks

‍Your interactions with Users or other third parties (including advertisers, brands, charities, and others) are solely between you and such individuals or entities. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Citizens Education Limited shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between Users of this Platform, or between a User and any third party, you understand and agree that Citizens Education Limited is under no obligation to become involved and is not subject to any liability.
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Liability Limitation

‍To the maximum extent allowed by law, you agree that neither Citizens Education Limited, nor any of its affiliates or licensors will be liable to you and/or any third party for any direct, indirect, consequential, exemplary, special, punitive, or incidental damages (including but not limited to lost profits, loss of privacy, loss of data, deletion or failure to store email messages, damage to user computer systems) whatsoever that arise out of or are related to: the Platform (and your use of, or inability to use, the Platform); the modification, alteration, or termination of the Platform or your access to it; or any breach of these terms, even if Citizens Education Limited has been advised of the possibility of such damages and even in the event of fault, tort, or strict or product liability.
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Nothing in this agreement limits any liability which cannot legally be limited, including [but not limited to] liability for:

a) death or personal injury caused by negligence
b) fraud or fraudulent misrepresentation; and
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

Any claims arising from the Platform must be brought within one year of the date on which liability arose. Citizens Education Limited and its affiliates will not be liable to you in connection with this contract for any amount that exceeds the total fees paid or payable by you to Citizens Education Limited for the services during the term of this contract, if any. Neither Citizens Education Limited nor its affiliates are responsible for any violation of the privacy or other rights of any third party due to posting of voting information, which is the sole responsibility of the user posting such information.

‍Third party Applications and Links

‍Citizens Education Limited and Platform users may provide links to third party Platforms (including advertisers and others) on the Platform. Third parties are not under the control of Citizens Education Limited and Citizens Education Limited is not responsible for their content or conduct. If you access a third party Platform from the Platform, you do so at your own risk. Citizens Education Limited provides links as a convenience and the inclusion of the link does not indicate or imply that Citizens Education Limited endorses, represents, warrants, or accepts any responsibility for the content on third-party Platforms. Additionally, your dealings with or participation in offers or solicitations from third parties found on the Platform, including delivery and any other terms (such as warranties, guarantees, etc.) are solely between you and such third parties. You agree that Citizens Education Limited shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties.

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FOR SUBSCRIBING ORGANISATIONS

Administrator assumption of control
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If you use an email address provided by an Organisation you are affiliated with (e.g. a school) to order a paid Citizens service/s, you represent that you have authority to use that Organisation’s domain to sign up for a Service Plan in your capacity as a member of that Organisation. The Organisation, as the owner of the domain associated with your email address, may assume control over and manage your use of the Citizens service/s. In such a case, your Organisation’s designated Administrator may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files.

‍Payments
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All service plans are payable in advance of each Subscription Period, non-cancelable and non-refundable.

You will be charged prior to being granted access to your service. At the end of your current Subscription Period, your subscription will automatically renew and you will be charged for the next Subscription Period in accordance with your registered payment information.

If you don’t pay for your service on time, Citizens reserves the right to suspend your account or remove certain features.

If you do not wish to renew your Subscription Period for a service, you must cancel before the end of your current Subscription Period. Any cancellation will become effective on the first day after the last day of your current Subscription Period. Upon cancellation, your access to features that are exclusive to the paid service will cease.

Citizens may change the price for a service. If such price change applies to you it will be effective from the beginning of your next Subscription Period. Your continued use of the Citizens service constitutes your acceptance of the price change. If you do not agree with the price changes, you have the right to reject the change by cancelling your subscription prior to your next Subscription Period renewal.

Citizens may decide to change or replace our services. If the service you have subscribed to is changed or replaced, your subscription will automatically be for the service that corresponds with the pricing of your original agreement unless you chose to upgrade your subscription.
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Taxes
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Prices listed may not include sales or value added tax and applicable tax may be calculated and added at the time you complete a transaction and, depending on where you made the purchase, such tax may not be visible to you until you receive a receipt for your purchase. In certain jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of purchase.
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Termination

‍Citizens Education Limited reserves the right, at its sole discretion, to immediately, with or without notice, suspend or terminate your registration, the Terms, and/or your access to all or a portion of the Platform and/or remove any registration information or User Content from the Platform, for any reason (including if you breach of any of the provisions of the Terms). Upon termination or expiration of the Terms, your obligations and Citizens Education Limited’s rights and disclaimers survive, but your right to use the Platform immediately ceases. Citizens Education Limited’s failure to act with respect to a breach by you or others does not waive Citizens Education Limited’s right to act with respect to subsequent or similar breaches.
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Protection of Children
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In registering to use the Platform, you affirm that you are either more than 13 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

‍Entire Agreement
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The Terms and Privacy Policy, as amended from time to time, constitute the entire agreement between you and Citizens Education Limited. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. We reserve the right, at its discretion, to modify these Terms at any time. Changes to these Terms will be posted on the Platform or sent to you via email. All changes are effective upon posting to the Platform. Your continued use of the Platform following a posting of changes is your agreement to the changes and you are bound by the then-current version of these Terms. If any changes to these Terms are unacceptable to you, you must discontinue use of the Platform. Citizens Education Limited’s reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Platform, including for any violation of any provision of these Terms. Citizens Education Limited also reserves the right to change the Platform without notice to you, at any time.

‍Definitions

“Actions” means information relating to extracurricular achievement.

“Administrator” means your Organisation’s designated administrator of your Citizens account, if applicable.

“Agreement” is the collective term that encompasses these Terms, the Privacy Policy and, if applicable, the Order Form.

“App” means Citizens’ software/mobile applications.

“Citizens” is the trading name of Citizens Education Limited.

“Citizens Profile” or “Profile” refers to the structured digital portfolios of extracurricular achievement available to users of the Platform.

“Children” means children under the age of 13.

“Order Form” means the signed subscription agreement for a paid Citizens service.

“Organisation” means an organisation to which you are affiliated, such as your school or employer.

“Platform” means any Citizens’ website or app where the service/s are available, such as citizens.co and citizens-app.com.

“Platform Content” means all content available on the Platform.

“Services” means the Citizens services, including any software, that you subscribe to under these Terms.

“Subscription Period” means the duration of the applicable subscription agreement for a paid Citizens service.

“Terms” means these general terms and conditions applicable to your use of the Citizens.

“User” means any individuals using the Citizens services.

“User Content” means the content and data which Users upload to the Platform.
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© Citizens Education Limited, 2024. All Rights Reserved. Citizens is a trademark of Citizens Education Limited.