ONELEARN GLOBAL LIMITED
GENERAL USER TERMS & CONDITIONS FOR OUR e-LEARNING COURSES
The SUPPLIER’s guiding principles are based on honesty, transparency, reliability, including a duty to sustainability and conducting our activities in an environmentally friendly manner. We are pleased to welcome you to our courses, building a culture that empowers our students to stay ahead, becoming part of a growing list of trusted and responsible professionals.
The Learning Experience Platform delivers modern learning techniques. The training is delivered at the point of need, across devices, to optimize the learner experience and it drives engagement through certifications and award badges for positive encouragement and reward during the learning process.
“Confidential Information” means non-public or proprietary information about a disclosing Party’s business related to technical, commercial, financial, employee, or planning information that is disclosed by the disclosing Party to the other Party in connection with this Agreement, and (A) is identified in writing as confidential at the time of disclosure, whether in printed, textual, graphic, or electronic form; or (B) is not identified as confidential at the time of disclosure, but is by its nature confidential or the receiving Party knows, or ought reasonably to know, is confidential (which may include Customer Content). Any Adobe Technology will be deemed Confidential Information of Adobe without any marking or further designation. Any Customer Data will be deemed Confidential Information of Customer without any marking or further designation. “Confidential Information” does not include information that: (1) has become public knowledge through no fault of the receiving Party; (2) was known to the receiving Party, free of any confidentiality obligations, before its disclosure by the disclosing Party; (3) becomes known to the receiving Party, free of any confidentiality obligations, from a source other than the disclosing Party; or (4) is independently developed by the receiving Party without use of Confidential Information.
“Content” refers to any graphics, text, audio, visual (including still visual images) and/or audio-visual material, software, applications, data, database content or other multimedia content, information and material, including the metadata relating to any such content, delivered by ONELEARN as part of the services provided.
“IP PROTECTION” refers to patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property or proprietary rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Materials” refers to the training Materials online or pre-loaded or programmed, where technically possible, by the SUPPLIER into the System.
“Sensitive Personal Data” means, medical or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), sexual preferences, personal information of children protected under any child protection laws and any additional types of information included within this term or any similar term (such as “sensitive personal information” or “special categories of personal information”) as used in applicable data protection or privacy laws of Europe and United States of America.
“System” refers to the training and describes the overall system whereby Materials are pre-loaded onto a stand-alone computer, virtual machine or made available online. These Materials are then accessible by licenced subscriber on demand.
- 1. Software License
1.1 All application and System software, including any updates and related documentation, is licensed by and copyright of SUPPLIER.
1.2 SUPPLIER is the sole licensor under this Agreement pursuant to rights granted the SUPPLIER.
1.3 This License allows the USER to use the software on a single or multiple device, online, or on a local network in the location(s).
1.4 USER may not distribute, lease, rent, loan, sell, modify or create derivative works based upon the software in whole or in part and will make no modifications to the software,
dissemble, reverse engineer, decompile or otherwise reduce the software to a human- perceivable form.
1.5 The software may only be used by the company personnel. The software may not be used by a third-party or personnel outside the USER’s Company.
(a) USER is responsible for ensuring that he/she complies with the terms of these GENERAL TERMS AND CONDITIONS. USER is responsible for and liable for its acts or omissions when using the product.
1.6 USER acknowledges and agrees that it may not assign or otherwise transfer licenses to the Materials and Services to any third-person.
1.7 License Conditions. Except to the extent expressly permitted under these Terms and Conditions, USER irrevocably agrees as a condition of the licenses that it must not:
(a) use the Materials and Services in (i) violation of any applicable law or regulation (including, where applicable, General Data Protection Regulation, Children’s Online Privacy Protection Act (COPPA) and Federal Information Security Management Act of 2002 (FISMA), or in connection with unlawful material (such as material that violates any obscenity, defamation, harassment, privacy, publicity or intellectual property laws); or (ii) a manner that would cause a material risk to the security or operations of SUPPLIER and its providers or any of its customers, or to the continued normal operation of other SUPPLIER’s customers;
(b) copy, use, distribute, republish, download, display, transmit, sell, rent, lease, host, or sub- license the Materials and Services;
(c) offer, use, or permit the use of the Materials and Services in a computer service business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as part of a hosted service, or on behalf of any third-party;
(d) attempt to interact with the operating system underlying the Materials and Services, or modify, create derivative works of, adapt, translate, reverse engineer (including monitoring or accessing the inputs and output flowing through a system or an application), decompile, or otherwise attempt to discover within any supplier or supplier’s providers technology, the source code, data representations, or underlying algorithms, processes and methods (this restriction will not apply to the extent it limits any non-waivable right the USER may enjoy under applicable law);
(e) remove, obscure, or alter any proprietary notices associated with the Materials and Services (including any notices in reports);
(f) use any software components, modules, or other services that may be delivered with the Materials and Services, but which are not licensed to USER and identified in the Sales Order;
(g) share its login IDs and passwords, or allow use of the same login ID simultaneously by two or more users, and USER is responsible for unauthorized access to its login IDs and passwords.
1.8 All Authorised Users will acknowledge that they have read and approved the terms and conditions of SUPPLIER’s Learning Experience Platform before entering the SUPPLIER’s Learning Experience Platform. Each Authorised USER has the responsibility to read and approve the terms and conditions of the SUPPLIER’s Learning Experience Platform before entering SUPPLIER’s Learning Experience Platform.
- Obligations of the USER
2.1.1 The USER will use the System and Materials in a proper manner and with all reasonable care and to operate the same in accordance with any instructions issued for them by the SUPPLIER; it shall keep secure any confidential information relating to the Services and shall notify SUPPLIER immediately of any known or suspected unauthorised use of the Services or breach of security, including loss, theft or unauthorised disclosure of its or other security information;
2.1.2 not use the System for any purpose other than referred in the Materials and not to interfere or tamper with them nor allow any other person to do so unless previously agreed in writing by the SUPPLIER;
2.1.3 not obliterate, move or to deface or cover up any identification plates or marks affixed to or forming part of the System or the Materials by the manufacturer or the SUPPLIER;
2.1.4 not use or permit the Materials to be used in contravention of any statutory provision or regulation or in any way contrary to law, including sanctions and embargoes imposed by the USA, EU and the UK; and shall not permit any illegal use or such use that may in the opinion of SUPPLIER disrepute or diminish the value of the Services or the reputation of SUPPLIER;
2.1.5 ensure that the use of the Services and the Documentation in accordance with the terms and conditions of this General USER Terms and Conditions and shall be responsible for any Authorized USER’s breach. in cases of gross negligence and wilful misconduct.
2.2 For the purpose of enabling complete support, the Authorized USER must provide secure remote access to the systems on which the SUPPLIER is being run or Service API is being accessed or tested,
2.3 Upon reasonable request, the CUSTOMER or Authorized USER must provide all necessary information, including the code and data required to enable SUPPLIER to provide technical support, provided always that SUPPLIER treats such information as Confidential Information.
2.4 Authorized USER must comply with all applicable data protection laws and regulations.
- Intellectual Property Rights & Confidentiality Information
3.1 The Materials contain confidential information of the SUPPLIER and all copyright trademarks and other intellectual property rights in the System and Materials are the exclusive property of the SUPPLIER.
3.2 The Authorized USER shall not:
3.2.1 make copies of the Materials; or
3.2.2 reverse copy, compile, modify, merge, translate decompile, disassemble copy or adapt the whole or any part of the Materials or create derivative works based on the whole or any part of the Materials and any associated documentation for any purpose (including for the purposes of correcting supposed errors in the Materials).
3.3 The Authorized USER shall:
3.3.1 keep confidential the Materials and limit access to the same to third-parties;
3.3.2 notify the SUPPLIER immediately if the Authorized USER becomes aware of any unauthorised use of the whole or any part of the Materials by any third-party or any other contravention of the SUPPLIER’s intellectual property rights;
3.3.3 without prejudice to the foregoing take all reasonable steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of the SUPPLIER in the Materials; and
3.3.4 inform all relevant sub-contractors that the Systems and Materials constitute confidential information of the SUPPLIER and that all intellectual property rights therein are the property of the SUPPLIER and the Authorized USER shall take all such steps as shall be necessary to ensure with the provisions
3.3.5 Disclosure of confidential information may occur in case of request by a Court Order or Arbitral Tribunal, however, to the extent admissible by the applicable law Authorized USER, shall previously inform SUPPLIER about the need and the terms of such disclosure.
- 4. Disclaimer of Warranty on Software and Content
4.1 SUPPLIER does not warrant or make any representation that the use or the results of the use of the software, Content or Documentation provided under this Agreement, are guaranteed in terms of its correctness, accuracy, reliability or otherwise.
4.2 Authorized USER expressly acknowledges and agrees that use of the software is at its sole risk. The software and related documentation are provided without prejudice, as dispatched and without condition or warranty of any kind.
4.3 SUPPLIER guarantees to be the sole owner and/or have the commercial rights to the intellectual property to all software under this Agreement.
- General liability
5.1 Notwithstanding anything contained in this Agreement, the SUPPLIER shall indemnify, defend and hold harmless the Authorised USER against, and the Authorised USER shall grant the SUPPLIER sole control in its defence and disposition of, any claim which alleges that use of the System or the Materials infringes a copyright, trade secret, trademark or service mark of a third person.
5.2 The Authorised USER shall be solely responsible for and hold the SUPPLIER fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses suffered or incurred by the SUPPLIER as a result of any breach or default on the part of the Authorised USER in the discharge of its obligations under this Agreement.
- Limitation of Liability
6.1 Unless otherwise provided in the law, the SUPPLIER accepts no responsibility whatsoever and shall under no circumstances be liable for any personal injury or loss of life of the Authorised USER or its agents, or loss of, or damage to, any property of Authorised USER or its agents except in cases of gross negligence or wilful misconduct of the SUPPLIER.
6.2 Notwithstanding the above, the aggregate liability of SUPPLIER in respect of any and all liability, arising under or in connection with the Agreement shall not exceed the amount of the paid Annual Price for the period in respect of the affected individual subscriber’s location.
- Ownership and Loss or Damage 7.1 The System and the Materials shall at all times remain the property of the SUPPLIER and the Authorized USER shall have no rights to the System and the Materials other than as a user and shall not do or permit or cause to be done any matter or thing whereby the rights of the SUPPLIER in respect of the System and the Materials are or may be prejudicially affected.
- 8. Force Majeure
8.1 Neither Party to this Agreement shall become liable for any expenses, losses or claims or if such a Party is unable in whole or in part to carry out its obligations or for any failure or delay in performance under this Agreement during the continuance of such inability or failure due to event or cause beyond their reasonable control. Events or causes that satisfy the term “force majeure” shall include but not be limited to acts of God, peril of the sea, explosion, fire, unavoidable accident of navigation, act of terrorism, war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, flood, cyclone, earthquake, landslide, power or water shortage, failure of a transmission or communication network, epidemic, quarantine, expropriation, restriction, prohibition, law, regulation, decree or other legally enforceable order of a government agency or any other cause or circumstance whatsoever beyond the reasonable control of the Party seeking to rely on the delay. The Party seeking to rely on a force majeure event shall promptly notify the other Party in writing of the reason for and expected duration of the delay.
8.2 If the force majeure persists for a period beyond one hundred and eighty (180) days from the date that a force majeure notice was served, the Agreement shall be terminated with immediate effect without any penalty to any of the Parties.
- 9. Data Protection
9.1 Each Party shall comply with their respective obligations under applicable data protection laws in relation to any personal data that they process under or in connection with this Agreement.
9.2 Trainee data subject rights: Without prejudice to any other rights arising under applicable data protection laws, will provide the Authorised USER with the option to exercise a right to transfer their personal data and related learning records to:
(a) an electronic copy sent direct to data subject by email where an email has been provided; or
(b) a third-party where such a right exists under applicable data protection laws.
9.3 Data retention: Personal Data shall be permanently deleted from SUPPLIER’s providers servers upon termination of this Agreement, or as required by any legal, regulatory or compliance requirement.
9.4 Authorised USERS personal data: SUPPLIER through its third parties’ providers reserves the right to gather, store, aggregate, analyse and otherwise use data (including Authorized USER Personal Data) after pseudonymised and/or anonymised, for statistical and analytical purposes, monitoring trends, detecting cheating, creating and distributing reports regarding use of such Services and for product development purposes.
- Warranties The Services are provided on an “as is” basis. SUPPLIER makes no representations or warranties of any kind, express, implied or statutory, including, without limitation, any warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose or non- infringement in relation to Services or the information and Materials provided by SUPPLIER or SUPPLIER’s associated providers.
11.1 The Authorized USER shall indemnify SUPPLIER and hold SUPPLIER harmless against any and all liabilities, costs, expenses, damages and losses (including but not limited to, any direct, indirect or consequential losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by SUPPLIER arising out of or in connection with any breach of Authorized USER, whether under the Agreement, tort breach of statutory duty or as otherwise defined at law.
11.2 If at any time any provision of this Agreement should be or become invalid or unenforceable, the validity and/or enforceability of the remaining provisions hereof shall not be affected or impaired hereby in any way. In such event, the Parties shall substitute the invalid and/or unenforceable provision(s) by valid and enforceable provision(s) implementing the intentions of the Parties. In any event, the effectiveness of the remaining clauses or parts thereof and of the entire Agreement shall not be affected by the invalidity of any clause or part thereof.
- Jurisdiction 12.1 Any dispute arising from this commercial relation and non-conformity with this Terms and Conditions shall be governed by and construed in accordance with the laws of England. The Parties shall refer any dispute to the High Court of Justice in London, England (the “Court”).