Terms of Use

COGNALEARN – Terms of Use

Version date: 25 May 2018

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), further details of which are provided at paragraph 3 below;

 

Platform means the educational mobile and/or web-based application, which may be updated from time to time

 

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

 

Users means collectively the Individual Users, Professional Users and the Institutional Users;

 

 

  1. Your Use of the Services
    • 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:
      • 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 the licence grant set out in Clause 1(b). A sub-licence of the Platform by you to the Professional or Individual Users for any other purpose is strictly prohibited.
      • 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.
    • 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.
    • 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.
    • Without prejudice to the generality of the foregoing and except as expressly stated in these Terms of Use, you may not (and may not, knowingly or otherwise, authorise, allow or assist any third party to):
      • modify or adapt the whole or any part of the Services, or permit the Services or any part of it to be combined with, or become incorporated in, any other app, programs or other platforms created by you;
      • disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Services or any components thereof;
      • communicate, republish, upload, post, transmit, edit, re-use, rent, lease, loan, sell, assign, transfer, distribute, make available, license, sublicense or create derivative works or adaptations based on the whole or any part of the Services;
      • use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or in contravention of any applicable laws, including in infringement of our intellectual property rights or those of any third party in relation to the Services;
      • use the Services in a way that could damage, disable, impair or compromise the Services (or the systems or security of the Services or any other computer systems or devices used in connection therewith) or interfere with other Users or affect the reputation of CognaLearn; nor
      • use any automated process or service to access and/or use the Services.

Nothing herein prohibits your exercise of any express statutory rights you may have under applicable law in relation to the Services.

  • You further 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;
    • the licences granted herein do not confer on you any rights to use ”, , “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 [can we note whether registered or not?].
    • we shall have the right to:
      • automatically update the Services and its components on your device, add or remove functionalities, features or services (collectively, “Services Functions”), vary or impose user account rights, resource limits or fees or suspend or terminate Services Functions and/or user rights;
      • deny or restrict access to this Services or any Services Functions whether to any user or generally, or to block access from or to any resources, at any time, without ascribing any reasons whatsoever; and

in any such event, you agree that no claims shall lie against us or our agents or our service providers in connection therewith.

  • You acknowledge and agree that this Services may use transmissions over the Internet which are never completely private or secure. You understand that any personal data, message or information which you send in the course of the use of the Services may be made public on the Services, and also read or intercepted by others. Use of the Services is entirely at your own risk.
  • This Services may use cookies or store other data files on your Device. You consent to the use of such cookies and data files. More information on our use of cookies in the Services may be found in our Privacy Policy, accessible at www.cognalearn.com or https://www.intedashboard.com/privacy-policy.
  • The Services may also use digital certificates. You are solely responsible for deciding whether or not to rely on such certificates and your reliance on any digital certificates is at your sole risk.
  • You further acknowledge that the Services is not intended or suitable for use in 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.
  1. Privacy Policy
    • It is a continuing condition of your use of the Services that you agree to the terms of our privacy policy as amended from time to time, available at cognalearn.com or https://www.intedashboard.com/privacy-policy. (“Privacy Policy”), the terms of which are also incorporated into these Terms of Use by reference and apply your use of the Services.

 

  1. Licence Fee
    • 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.
    • 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.
    • 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.
    • 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.
  2. User Content
    • 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”).
    • By submitting, uploading, posting or contributing User Content through the Services, you irrevocably agree as follows:
      • that the User Content may be disclosed to other Users on the Platform in line with normal use of the Services; [teachers don’t want the answers to the their tests published]
      • User Content may also published (whether via the Services or any other platform or channel). You agree not to disclose any comments, opinions, ideas, suggestions, and other content, communications or information that you wish to maintain the confidentiality of. At no time shall we or any other Users be under any obligation of confidentiality in respect of your User Content;
      • you grant to CognaLearn and other users of the Services a non-exclusive, royalty-free, perpetual and worldwide right to use the User Content, including without limitation the right to store, reproduce, distribute, modify, publish, display, communicate, transmit, broadcast such User Content, and to sub-licence the same whether or not in connection with the Services;
      • notwithstanding the licence granted by you to us, Professional Users and Institutional Users can set their own permissions on the Platform in respect of the access to, viewing and use of their User Content by Individual Users. However, Professional Users and Institutional Users acknowledge and agree that until such permissions are successfully acknowledged as received and executed by the Platform, any User Content submitted by Professional Users and Institutional Users shall be published on the Platform in accordance with Clause 2(c);
      • you represent and warrant that:
        • all User Content are your own original works and creations and/or in any case do not and will not violate or infringe the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights;
        • none of the User Content are proprietary or confidential;
        • not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable;
        • not consist of or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam”;
        • not contain content or statements contrary to applicable laws or regulations;
        • none of the User Content will expose CognaLearn to any claims or proceedings (civil or criminal) in any part of the world; and
        • that the use of the User Content by CognaLearn and other Users and the hosting of such User Content on the Platform by CognaLearn will not require any further licences or rights from, or infringe any other intellectual property or other rights of any third party.
      • 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 Services 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.
      • 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.
      • 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 the terms of these Terms of Use.
  1. Use of the Platform and Services
    • You will be required to register for an account in order to use the Platform.
    • 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.
    • 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.
    • CognaLearn reserves the right to modify or discontinue your account at any time for any reason or no reason at all.
    • Without prejudice to the generality of the other terms in these Terms of Use, you acknowledge and agree that you may not use the Services or any User Content in any of the following ways or for any of the following purposes (collectively, “Prohibited Uses”):
      • you may not
        • use the Services for any illegal purpose, to engage in, facilitate or otherwise further unlawful, illegal or abusive conduct or in violation of any laws, codes of conduct, terms of use or any licence terms which may be applicable to your use of the Services;
        • 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;
      • you may not use the Services or any information provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited or unwelcome solicitation;
      • you may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other Users’ use and enjoyment of the Services; including by (i) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, or (ii) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server;
      • you may not post or transmit Content on or through the Services that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act;
      • you may not intimidate or harass another through the Services;
      • you may not impersonate another person or entity, or misrepresent your affiliation with a person or entity when using the Services;
      • You may not use or attempt to use another User’s account or personal data; and,
      • you may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking, password-mining or any other means;
      • you may not resell or redistribute all or any part of the Services or any other feature of the Services to any third party;
      • you may not advertise, distribute or promote any products, or endorse your own or any third party product or services.
  1. Third Party Sites and Links
    • 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.
    • 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.
    • 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.
  2. Disclaimer of Warranties and Liability
    • To the maximum extent permitted by law, you irrevocably agree and acknowledge that:
      • the Services (together with any Services Functions, User Content or other content or information provided via the Services) are provided on an “as is” and “as available” basis, with all faults and without warranty of any kind. Your use of the Services is at your own risk and you are responsible for compliance with all applicable laws;
      • we do not warrant that the Services Functions contained in or performed, provided or enabled by or through the Services will meet your requirements, that the operation of the Services will be uninterrupted or error-free, or that defects in the Services will be corrected. Without prejudice to the foregoing, CognaLearn does not warrant and hereby disclaims any representation, warranty or term with respect to the Services, whether express, implied or statutory, including but not limited to:
        • merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, quiet enjoyment, and non-infringement of third party rights, or as to the accuracy, correctness, reliability, timeliness, non-infringement of or compliance with any laws, regulations and/or third party rights in connection with the Services, Services Functions or User Content;
        • the Services or any Services Functions associated therewith being uninterrupted or error-free, or that defects will be corrected or that this Services and any related computer system is and will be free of all viruses and/or other harmful elements;
        • the Services or any Services Functions or User Content will at all times be available and/or accessible;
        • non-interference with your enjoyment of the Services;
        • the Services being compatible or working with any third party software, applications or third party services.
      • You expressly acknowledge and agree that, to the maximum extent permitted by applicable law, use of the Services and any Services Functions performed by or accessed through the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
      • Further, nothing in these Terms of Use constitutes any representation or warranty by CognaLearn as to your rights (if any) to use any content submitted by any third parties, including User Content, all of which representations and warranties are expressly disclaimed
  1. Indemnity
    • You agree to fully indemnify and hold harmless CognaLearn, our affiliates, officers, employees, agents and service providers (collectively, the “Indemnitees”) from and against any claim, demand, loss, damage, cost, or liability (including legal fees) which any of the Indemnitees may suffer or suffers in connection with or arising from (a) any information, content or User Content which you submit, post, transmit, communicate, send, publish, upload or otherwise make available through the Services; (b) your breach of these Terms of Use; (c) your access or use of the Services and the Services Functions; (d) any action taken by us either as part of our investigation of any suspected breach of these Terms of Use or as a result of our finding or decision that a breach of these Terms of Use has occurred; (e) your breach of any rights of any other person.
    • This clause shall survive the termination or expiration of these Terms of Use (howsoever caused).
  2. Limitation of Liability
    • To the maximum extent allowed under applicable law:
      • CognaLearn, our affiliates, members, officers, employees, agents, partners and service providers shall not be liable for any claim, damage or loss of any kind of any nature whatsoever caused and howsoever arising as a result (direct or indirect) of or otherwise in connection with your use of or reliance on the Services, including but not limited to any claim, damage or loss suffered (whether incidental, special, indirect or consequential) as a result of or in connection or  in reliance of any Submitted Content or other content or any other information made available or accessed on or through the Services or contained in or available from the Services or your use or reliance on any products or services  available on or accessed via the Services and / or the Services Functions or any infringement of any rights arising in connection therewith, including without limitation any loss of data, profits, goodwill, anticipated savings, reputation, business or business opportunity, regardless of the cause thereof and even if we have been advised of the possibility thereof; and
      • in no event shall CognaLearn, our affiliates, members, officers, employees, agents, partners and service providers be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, corruption or loss of data, failure to transmit or receive any data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Services or any third party software or applications in conjunction with the Services, howsoever caused, regardless of the theory of liability (contract, tort or otherwise) and even if we have been advised of the possibility of such damages.
    • In no event shall CognaLearn’s, our affiliates’, officers’, employees’, agents’, partners and service providers’ total liability to you for any and all damages not excluded (other than as may be required by applicable law in cases involving personal injury) exceed in aggregate the amount of License Fees payable by you to us.
  3. Termination / Suspension
    • We reserve the right to terminate or suspend your use of the Services or suspend your account without prior notice to you, at any time and for any or no reason, including where:
      • you have used the Services for a Prohibited Use;
      • you have not paid the Licence Fees in accordance with the terms of these Terms of Use.
    • Without limiting the foregoing, if you breach these Terms of Use or conduct yourself in a manner that we deem to be detrimental to the integrity, security and operation of the Services or any information systems connected or in operation with the same, we reserve the right to suspend or permanently terminate your access to the Services for any reason in our sole and absolute discretion.
    • You agree and acknowledge that any suspension or termination of your access to the Services may be effected without prior notice, and agree that Services may immediately deactivate.
    • Without prejudice to the generality of the foregoing, if you are a Professional or Individual User who has been granted access to the Services by an Institutional User, you acknowledge and agree that your access of the Services may be terminated, suspended, interrupted or otherwise adversely affected by the actions or omissions of the Institutional User (“Institutional User Event”). You acknowledge and agree that in the event of the occurrence of any such Institutional User Event, you shall not hold us liable for any loss or damage which may be suffered by you arising from or in connection with such Institutional User Event, and you shall direct any queries which you may have in respect of the Institutional User Event to the relevant Institutional User.
  4. General
    • 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.
    • 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.
    • Except for the Indemnitees referred to in clause 8, 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).

 

  1. Notice and Procedure for Making Claims of Copyright Infringement
    • 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:

data@intedashboard.com

  • 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.
  • 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.
  1. Governing Law
    • This 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.
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