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Terms of Use

Version date: 1 May 2020 PLEASE READ THE TERMS AS HEREAFTER SET FORTH (“TERMS OF USE”) CAREFULLY BEFORE INSTALLING OR USING www.cognalearn.com, www.intedashboard.com, exam.intelearner.com, game.intelearner.com and www.5stepcareers.com (the “Websites”) or the Platform (defined below) (collectively, the Websites and Platform shall be referred to as the “Services”). By using any of the Services, whether as an Institutional User or as an Individual User, you agree to be bound by the terms of these Terms of Use. This Terms of Use is made between CognaLearn Pte Ltd, and its affiliates (“CognaLearn”, “us” or “we” as the case may be) and you with respect to your use of the Services and any functionalities, services or features offered via or in connection with the Services, and references in these Terms of Use to the use of the Services extend to the use of such functionalities, services or features as well. You are not eligible to use the Services if you are under 18 years of age unless you have obtained our consent and the consent of your parents or legal guardians, and your parents or legal guardians have agreed to these Terms of Use or unless permitted by applicable law. For example, in Singapore, the Civil Law Act states that individuals under the age of 18 cannot enter into legally binding contracts however there exist common law exceptions relating to entering into contracts necessary for the education of the minor. IF YOU ARE A RESIDENT OF THE EUROPEAN UNION you are not allowed to use any of the Services unless you are doing so on a basis which does not involve use of your personal data or by specific consent by us to ensure that you and us are fully compliant with all applicable European Union General Data Protection Regulations. From time to time, CognaLearn may change, remove, or add to the terms of these Terms of Use by posting amendments at the following URL: www.cognalearn.com or https://www.intedashboard.com/terms-of-use or whenever we post an update to the Services. By your continuing to use any of the Services after any such amendment, you agree to be bound by the Terms of Use as so amended. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR ARE INELIGIBLE TO USE THE SERVICES, PLEASE DO NOT USE THE SERVICES. For the purposes of these Terms of Use, the following terms shall bear the following meanings: “Individual User” means any private individual who is using the Platform; “Institution” means any school, college, university, non-profit organization, government or government agency, institution of higher education or corporation; “Institutional User” means any Institution that has obtained a licence to the Platform in accordance with the terms of these Terms of Use; “Licence Fee” shall be the fee payable by Users to CognaLearn (where applicable); “Platform” means the educational mobile and/or web-based application, which may be updated from time to time and unless otherwise expressly stated in these Terms of Use, any reference in these Terms of Use to the Platform shall be taken to refer to the Platform as used by all Users; “Professional Users” means any professionals or employees who have been granted a licence by an Institution to use the Platform in accordance with the terms of these Terms of Use; Professional Users are typically administrators, teachers, faculty and staff; and “Users” means collectively the Individual Users, Professional Users and the Institutional Users.

1.

LICENSE GRANT

1.1

Subject always to your continuing compliance with the terms of these Terms of Use and, where applicable, your payment of the Licence Fee, we grant you the following licence in respect of the Platform:

(a)

If you are an Institutional User (unless otherwise separately agreed between us): a limited, worldwide, non-transferable, non-exclusive, sub-licensable (to the specified number of Professional and Individual Users only) licence to use the Platform on your device only for your own purposes or internal business or educational purposes, on and subject to the terms of these Terms of Use. All rights not expressly granted to you are reserved; you shall not use the Platform on devices which you do not own or control; you shall sub-licence the Platform to the specified number of Professional and Individual Users only in accordance with this licence grant. A sub-licence of the Platform by you to the Professional or Individual Users for any other purpose is strictly prohibited.

(b)

If you are an Individual or Professional User, a limited, worldwide, non-transferable, non-exclusive, non-sublicensable licence to use the Platform on your device only for your own purposes or internal business or educational purposes, on and subject to the terms of these Terms of Use. All rights not expressly granted to you are reserved.

1.2

The licences granted herein do not confer on you any rights to use “CognaLearn”, “InteDashboard”, or any other logos, service marks, slogans, product names and designations and other proprietary indicia used as part of the Services, whether registered or unregistered (collectively “Trade Marks”), all of which are and remain the property of CognaLearn or our licensors whether registered or not.

2.

USER CONTENT & PERMISSIONS

2.1

As a part of the Services, you may participate in, set up and contribute to discussions, publish material including readiness assurance tests, quizzes or applications, interact with or communicate with the other Users and post comments, opinions, and other content or communications, or other material (collectively, “User Content”). Your User Content belongs to you.

2.2

You represent that you have all necessary right, power, and authority to use the Services and share User Content and will comply with all applicable laws when doing so.

2.3

These Terms of Use do not give us any rights to User Content except for the rights that enable us to offer and improve the Services. We need your permission to do things like host User Content, back it up, or share it when you ask us to. This permission extends to our trusted third parties we work with. You therefore give us, and third parties (with whom we work) permission to use, display, host, share, and back up User Content. By submitting User Content, you also permit us to identify you by your username and as the contributor of the User Content.

3.

SHARING YOUR CONTENT AND USING THE SERVICES

3.1

Our Services let you share User Content and interact with others, so please be thoughtful about what you share. By using the Services, you agree to do so responsibly and to not misuse the Services or help anyone else do so. This includes, but is not limited to, not doing or trying to do any of the following in connection with the Services (collectively, “Prohibited Uses”):

(a)

store, transmit or create libelous, obscene, deceptive, defamatory, pornographic, racist, sexual, hateful, unlawful, tortious or otherwise objectionable content (except as necessary for legitimate instructional purposes, but in all cases in compliance with applicable laws and regulations);

(b)

modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;

(c)

harm, harass, threaten, or impersonate any person or violate the rights of any third party;

(d)

probe, scan, or test the vulnerability of any system or network;

(e)

interfere with or disrupt the integrity or performance of the Services;

(f)

attempt to gain unauthorized access to the Services or its related systems or networks;

(g)

introduce viruses, Trojan horses, worms, spyware, or other such malicious code into the Services;

(h)

breach or otherwise circumvent any security or authentication measures;

(i)

access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;

(j)

access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);

(k)

send unsolicited communications, promotions or advertisements, or spam;

(l)

send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";

(m)

promote or advertise products or services other than your own without appropriate authorization;

(n)

sell or re-sell the Services unless specifically authorized to do so;

(o)

copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services unless specifically authorized to do so;

(p)

remove or destroy any copyright notices or other proprietary markings contained on or in the Services;

(q)

violate the law in any way, including by storing, publishing or sharing material that is infringing, fraudulent, defamatory, misleading, or damaging to CognaLearn in any way;

(r)

use the Services with proprietary or confidential information because the Services may use transmissions over the Internet which are never 100% completely private or secure;

(s)

use the Services is manner for which it is not intended or suitable such as situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Services or the Services Functions could lead to death, personal injury, or otherwise result in significant financial loss or business interruption;

(t)

violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating or violating intellectual property, confidentiality, or privacy rights; or

(u)

use or attempt to use another User’s account or personal data.

4.

YOUR RESPONSIBILITY

4.1

You will be required to register for an account in order to use the Platform.

4.2

You shall:

(a)

only provide accurate and current information about yourself;

(b)

maintain the security of your passwords and identification;

(c)

promptly update the email address listed in connection with your account to keep it accurate so that we can contact you; and

(d)

be fully responsible for all uses of your account.

4.3

You must not set up an account on behalf of another individual or entity unless you are expressly authorized by that other person or entity to do so.

4.4

You agree and acknowledge that: it shall be your sole responsibility to, at your own cost: obtain all necessary hardware, software and communications services necessary for your use of the Services; install antivirus or other mobile security software to protect against any security or other vulnerabilities which may arise in connection with the use of the Services; and make back-ups of data or other content posted via the Services, as these may be subsequently deleted by us or our service providers at any time without notice to you.

4.5

License fees

(a)

If you are an Institutional User, the licence fee payable by you to us shall be set out under a separate agreement to be entered into between us.

(b)

If you are an Individual User with a student payment model, the licence fee payable by you to us for the use of the Platform will be communicated to you at the time for initial login.

(c)

All payments by Users to us must be made in full without any withholding, deduction or set off whatsoever, via bank transfer or cheque, or such other mode of payment as we may prescribe in writing from time to time at its sole and absolute discretion. Where you are required by law to make any deductions or withholding from any sum payable by you to us, you shall forthwith pay to us such additional amount or amounts so as to ensure that the net amount received by us shall be equal to the full amount which it would have received had no such deduction or withholding been made or required to be made.

(d)

It shall be a continuing condition of your use of the Platform that you make timely payment of any licence fees due by you to us. Payment of such licence fees by you shall be on such additional terms as may be prescribed by us and notified to you from time to time. Failure to make payment of licence fees to us in accordance with such terms may result in the termination or suspension of any licences or permissions which we may have granted to you under these Terms of Use or any other agreement which we may have entered into with you in respect of the Platform or the Services.

4.6

User Content is not moderated by us. We are not responsible as author, editor or publisher of any User Content or content provided by any other parties and made available via the Platform or the Website, or through any of the functions provided on the Services. We do not have control over User Content, nor do we routinely monitor such content and we do not make any representations or warranties as to the veracity or accuracy of such content.

4.7

You further acknowledge and agree that any use or reliance by you of any User Content is entirely at your own risk. CognaLearn does not verify and is not in a position to verify any party’s rights to submit any content on the Services, and CognaLearn takes no responsibility and assumes no liability, whether direct or indirect or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits or any other commercial damages or losses, for any content posted by you or any third party, or for your use of the same.

4.8

We shall have the right (but not the obligation) to, without notice, delete, remove or disable access to any content (including User Content) which we deem at our sole discretion to be potentially defamatory of any person, unlawful, objectionable in any way, in violation of any third party rights, or for any reason whatsoever. Any editing or removal of any such content from the Services shall be without prejudice to our other rights and remedies available at law. For the avoidance of doubt, the removal of any of your User Content from the Services (whether by you or by CognaLearn) shall not impact any rights which you have granted to us in respect of your User Content under these Terms of Use.

5.

THIRD PARTY SITES AND LINKS

5.1

Users as well as CognaLearn may provide links to third party sites (e.g. articles). We have no control over such third party sites, and you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or materials on or available through such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any content, goods or services on or available through any such site or resource.

5.2

You further acknowledge that your access to and/or use of third party sites is entirely at your own risk, and that third party sites usually have their own terms and conditions, including privacy policies, over which we have no control and which will govern your rights and obligations with respect to the use of those sites and resources.

5.3

We do not warrant that the third party sites will meet your requirements or that the same will not cause you any loss of any kind, and you agree that to the maximum extent permitted by law, CognaLearn shall not be liable for any loss or damage of any kind incurred in connection with your use or reliance on any content, information or other materials on or available through such third parties.

5.4

Some software components used in the Platform may be offered under an open source or other license as we may notify you of, in which case your use of those components is governed by such terms to the extent only of any inconsistency between these Terms of Use and those terms.

6.

OUR PROPERTY

6.1

All rights, title and interest in and to the intellectual property rights in and to the Platform or the content displayed on the Platform, including but not limited to the Platform’s look and feel, data, information, text, graphics, images, sound or video materials, photographs, designs, trademarks, trade names and content, including but not limited to User Content licenced to us under these Terms of Use (individually or collectively, the “Content”) is owned by us or by our third party licensors (as may be applicable). All rights in such Content not expressly granted to you are reserved.

7.

INFRINGEMENT

7.1

If you believe that your copyright material has been copied in a way that constitutes copyright infringement, please provide written notice to us with full details as prescribed in Part IXA of the Singapore Copyright Act, Cap 63, to be submitted to our designated representative, as follows: .

7.2

We will only process notices in the English language that comply with the Singapore Copyright Act, other applicable laws and these Terms of Use. Any notices that do not comply with the above will be rejected.

7.3

Upon receipt of a compliant notice of infringement, CognaLearn may take further steps in depending on the nature of the alleged infringement described in the notice, which may include the matters described in the Singapore Copyright Act as applicable to network service providers.

8.

TERMINATION / SUSPENSION

8.1

You can stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services and remove User Content if you’re not complying with these Terms of Use, or using the Services in a manner that may cause us legal liability, disrupt the Services, disrupt others’ use of the Services or, in our sole opinion, reason, cause harm.

8.2

All provisions of these Terms of Use, which by their nature should survive, will survive termination of the Services.

9.

SERVICE “AS IS”

9.1

COGNALEARN AND ITS PARTNERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” IN ADDITION, WE DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY CONTENT DOWNLOADED OR ACCESSED FROM THE SERVICES IS ACCESSED AT YOUR OWN RISK.

10.

LIMITATION OF LIABILITY

10.1

YOU EXPRESSLY ABSOLVE AND RELEASE COGNALEARN FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND COGNALEARN’S CONTROL.

10.2

YOU FURTHER AGREE THAT IN NO EVENT SHALL COGNALEARN AND ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, OR ANY LOSS OF USE, DATA BUSINESS, OR PROFITS. THIS WILL BE REGARDLESS OF WHETHER OR NOT COGNALEARN OR ANY OF ITS PARTNERS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3

ADDITIONALLY, COGNALEARN AND ITS SUPPLIERS WILL NOT BE LIABLE TO YOU FOR MORE THAN ANY AMOUNTS RECEIVED BY COGNALEARN FROM YOU AS A RESULT OF YOUR USE OF THE SERVICES IN THE 12 MONTHS PRECEDING YOUR CLAIM. IF YOU HAVE NOT PAID INDIVIDUALLY ANY AMOUNTS IN THE 12 MONTHS PRECEDING YOUR CLAIM, COGNALEARNS’S SOLE AND EXCLUSIVE LIABILITY SHALL BE NO MORE THAN US$50.

10.4

COGNALEARN SHALL NOT BE LIABLE FOR THE LOSS OR FAILURE TO STORE USER CONTENT, AND YOU UNDERSTAND AND AGREE THAT BY USING THE SERVICES, YOU AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION RELATED TO USE OF THE SERVICES OR BREACH OF THESE TERMS OF USE.

11.

CONTROLLING LAW

11.1

These Terms of Use shall be governed by and construed in accordance with laws of Singapore. Any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English.

12.

PRIVACY POLICY

12.1

It is a continuing condition of your use of the Services that you agree to the terms of our privacy policy which are also incorporated into these Terms of Use by reference and apply your use of the Services.

13.

GENERAL

13.1

The illegality, invalidity or unenforceability of any provision of these Terms of Use under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

13.2

No failure on the part of any party to exercise, and no delay on its part in exercising, any right or remedy under these Terms of Use will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these Terms of Use are cumulative and not exclusive of any rights or remedies provided by law.

13.3

A person who is not a party to the Terms of Use shall have no right to enforce or enjoy the benefit of any term of these Terms of Use under the Contracts (Rights of Third Parties) Act (Chapter 53B).

14.

MODIFICATIONS

14.1

We may revise these Terms of Use from time to time, and will always post the most current version at https://www.intedashboard.com/terms-of-use. If a revision meaningfully reduces your rights, we will provide notice to you (by, for example, sending a message to the email address associated with your account). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by and subject to the revised Terms of Use.

15.

NOTICES

15.1

For any notices relating to these Terms of Use, you may contact CognaLearn by sending an email to .