This document contains the terms and conditions of EDUNAKHO B.V., with its principal office located at Singel 92 C in 1015AD Amsterdam, the Netherlands and registered with the Dutch Chamber of Commerce under registration no. 77866282, hereinafter referred to as: EDUNAKHO.

These terms and conditions and data processing addendum (‘DPA’) are applicable to any agreementfor the provision of services by EDUNAKHO (‘Agreement’) entered into by EDUNAKHO and the educational institution (‘Customer’) that opens an account on one of the EDUNAKHO websites: www.mastertube.com, www.mbatube.com, www.mbagradschools.com and/or www.mastergradschools.com (‘Websites’).

EDUNAKHO and Customer may collectively be referred to as ‘Parties’ and individually as ‘Party’.

Article 1. Conclusion, scope and nature of Agreement

Conclusion

1.1. The Agreement is concluded with Customer’s completion of the registration form for an Accounton the Website(s), and subsequent receipt of a registration confirmation from EDUNAKHO, automated or otherwise.

General

1.2. The Agreement governs the access to and use of the Website(s), video platform(s), products and/or services (‘Services’) by Customer and the provision of the Services to Customer by EDUNAKHO.

1.3. In addition to the Agreement specific terms and conditions may apply to certain  Services (‘Additional Terms’). Such Additional Terms will be made available to Customerwith the relevant Services before use and will become an integral part of the Agreement if Customer uses those Services. The following ranking applies where the document is higher on the ranking precedes the document below:

a. The DPA;

b. Additional Terms

c. Terms of use.

Amendments and modifications

1.4. EDUNAKHO may, from time to time, amend the Agreement, DPA and Additional Terms. Customer will be notified in writing of any amendments of the Agreement and the DPA at least one (1) week before they come into effect. Amendments of Additional Terms will be published with the relevant Services and will come into effect according to the Additional Terms’ respective amendment provisions. If Customer does not agree to the modified terms, Customer should discontinue its use of the Services and close its Account, thus terminating the Agreement.

1.5. EDUNAKHO may, from time to time, modify the Services. If EDUNAKHO makes a material change to the Services EDUNAKHO will inform Customer, provided that Customer has subscribed with EDUNAKHO to be informed about such change.

1.6. In neither case, as mentioned in Article 1.4 and Article 1.5, will Customer be entitled to any refund of any sums previously paid to EDUNAKHO (including outstanding credits) or will EDUNAKHO be liable for any loss or damage, of any kind, direct or indirect, in connection with or arising from a modification of the Agreement or the Services.

EDUNAKHO obligations

1.7. EDUNAKHO, as part of the Services, will:

a. provide a platform to Customer to distribute information on its organisation and master studies (‘Customer Content’) to EDUNAKHO’s consumer end users (‘End Users’), provided and to the extent that such distribution is supported by the functionality offered by the Services;

b. provide Customer with information on End Users using the Website(s) to search for or show interest in Customer’s and other educational institutions’ organisation and master studies (‘End User Data’), provided and to the extent that such provision is part of the Services which Customer has subscribed to and paid for; and

c. provide all other Services to Customer, which EDUNAKHO specifically committed itself to in any Additional Terms or in a separate written agreement.

1.8. All obligations to be carried out by EDUNAKHO constitute obligations of effort. Only in case Parties have specifically agreed otherwise, by having stated so in a separate written agreement and in a specified manner, an obligation to be carried out by EDUNAKHOwill constitute an obligation of result. In the event of doubt as to the nature of one of EDUNAKHO’s obligations, such obligation shall be deemed to be a best effort obligation unless proven otherwise by Customer.

Customer obligations

1.9. Customer will:

a. compensate EDUNAKHO for the Services;

b. provide EDUNAKHO with the co-operation, accurate and up-to-date information, materials and data reasonably requested by EDUNAKHO in order to ensure an adequate execution of this Agreement; and

c. comply with all other obligations of Customer as described in the Agreement. 

1.10. Customer agrees not to, and not to allow third parties, to use the Services: 

a. for other purposes than promoting its own organisation and/or master studies to the End Users;

b. to violate, or encourage the violation of, the legal rights of others or any law;

c. for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;

d. to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;

e. to alter, modify, disrupt, disable, circumvent, impair or interfere, directly or indirectly, with any part of the Services;

f. to collect any personal data of any End User of the Services without prior written approval of EDUNAKHO;

g. to collect, copy, reproduce, transmit, broadcast, display, sell, license or otherwise exploit or distribute any part of the Services, including but not limited to the text, comments, reviews, links, playlists, graphics, photos, sounds, videos and other materials and information Customer may view on or access through the Services, not being Customer Content (‘Other Content’), without prior written approval from EDUNAKHO or the licensors of the Content.

1.11. Customer needs an account (‘Account”) in order to access the Services of EDUNAHKO.Customer is able to create his own Account with administrator access and can give other administrator rights to other Accounts registered at the Websites of EDUNAHKO. Customer may share the username and password of its Account with one or more of its employees. Customer is responsible for (i) its employees keeping their username and password combination confidential in regards to their Account and (ii) ensuring that all activities that occur through an Account comply with the Agreement and, mutatis mutandis, the terms of use which cover the use of the Services by natural persons and which can be found at mastertube.com/page/terms-of-use (‘Terms of Use’).

The use of Accounts by the Customer is the responsibility and at the risk of the Customer. EDUNAHKO may assume that everything that occurs from the Accounts is done under the direction and supervision of the Customer.

If login credentials for an Account are lost or leaked, the Customer will immediately take all measures that are reasonably necessary and desirable to prevent misuse of the Account. These measures may include changing the password or blocking the Account. The Customer will also promptly notify EDUNAHKO so that additional measures can be taken to prevent misuse of the Account.

1.12. Customer may appoint a limited number of End Users to act as ambassadors on its behalfthrough the Services. Customer acknowledges that such ambassadors are in no way affiliated with EDUNAKHO. Responsibility for any content or other information entered into and/or published through the Services by Customer and/or the ambassadors in relation to the ambassadorship rests with the Customer and/or ambassador respectively. EDUNAKHO shall assume no liability in this regard. Customer will ensure that it has received all necessary consents, licenses and permissions in relation to the information (including personal data) entered into the Services in relation to the ambassadorship.

1.13. Customer will not (i) sell, resell, lease or the functional equivalent, the Services to a third party, (ii) attempt to reverse engineer the Services or (iii) attempt to create a substitute or similar service through use of, access to, the Services.

Article 2. Default

2.1. A Party is in default if it has failed to meet any material obligation due under this Agreement (i.e. a material breach) and, to the extent that remedy is possible, it has not remedied such non-performance within a reasonable term as granted to it by the other Party in a written notice of default (‘Default’). Any notice or other written communication in which a Party clearly states that the other Party is not fulfilling its obligations, which obligations it is not fulfilling and requesting the remedy of such non-performance within a reasonable term, shall be considered as a notice of default.

2.2. For the purpose of this Agreement, breaches of any of Customer’s obligations under this Agreement that individually do not constitute a material breach may collectively be deemed a material breach.

2.3. Repeated breaches or a series of breaches of the Agreement by Customer (whether or not remedied) of such frequency or nature that they have a material impact on the conduct of EDUNAKHO’s operations or business will in any event qualify as a material breach.

Article 3. Term and termination

Term

3.1. The Agreement is effective as of the date of the event described in Article 1.1 (‘Effective Date’) and shall remain in full force and effect until the earlier of (i) Customer discontinues its use of the Services and closes the Account or (ii) the Agreement is terminated by either Party as described below.

Termination for breach

3.2. A Party may at its option terminate this Agreement in whole or in part with immediate effect by notifying the other Party in writing if the other Party is in Default.

Termination for cause

3.3. Without prejudice to any of its other rights and obligations, a Party may at its option terminate this Agreement with immediate effect by notifying the other Party in writing if any of the following events occurs: 

a. The other Party has ceased to exist or has been dissolved;

b. The other Party has been declared bankrupt, or it has been granted suspension of payments;

c. The other Party’s business has been discontinued without providing a solvent and for the former Party acceptable successor continuing the other Party’s obligations under this Agreement;

d. The other Party is unable to perform its obligations due to a force majeure event, provided that the force majeure event lasts more than 30 days and the Parties, after good faith negotiation, are unable to reach a temporary solution for the force majeure period.

3.4. EDUNAKHO may (partially) terminate Customer’s use of the Services and the Agreement at any time and with or without prior notice or explanation, if:

a. EDUNAKHO is required to do so by law;

b. Customer is subject to a change of control;

c. EDUNAKHO decides to cease providing the Service; or

d. providing the Service is, in EDUNAKHO’s opinion, no longer commercially viable.

3.5. Only in case of each of Article 3.4.b and Article 3.4.d shall EDUNAKHO, where possible, give reasonable notice of such termination.

Effects of termination

3.6. In deviation of Dutch law, termination or dissolution for breach as described above will not cause any obligations to undo.

3.7. Termination of the Agreement will:

a. be without compensation by EDUNAKHO and without liability or obligation from EDUNAKHO to Customer;

b. not discharge Customer from any outstanding payment obligations towards EDUNAKHO;

c. not entitle Customer to any refund of any sums previously paid to EDUNAKHO(including outstanding credits); and

d. not discharge Customer from obligations, which, by their nature, are intended to continue in force thereafter. These obligations include in any event any indemnifications, warranties and limitations and the provisions on intellectual property rights, data protection, disputes and the applicable law.

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