These Terms apply to your use of the UPLYRN Service. By accessing and using the UPLYRN Service:

• a. you accept and agree to be bound by these Terms; and

• b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

Definitions: In these Terms:

The UPLYRN Service means the Website and/or the UPLYRN mobile app (as applicable).

Lecturer means a person who has set up an account with UPLYRN to list educational services and offers such services to UPLYRN users.

Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via UPLYRN including, in the case of a Lecturer, all content, data and information uploaded into UPLYRN by the Lecturer when creating a Listing.

Fees means the commission payable by Lecturers to us in respect of purchases by users on the UPLYRN Service, which is deducted from each user’s payments to us as set out on our fees pages at uplyrn.com/lecturer/payment-fees.

Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Listing means an advertisement or post by a Lecturer on the UPLYRN Service offering services to UPLYRN users.

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful, in any way.

Personal information means information about an identifiable, living person.

Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

Terms means these terms and conditions titled UPLYRN Terms and Conditions.

Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide UPLYRN, including any third-party solutions, systems and networks.

User ID means a unique name and/or password allocated to you to allow you to access UPLYRN.

We, us or our means Uplyrn Pte Ltd, company number 202015075M.

Website means www.uplyrn.com, and any subdomain.

You means you or, if clause 1.2c applies, both you and the other person on whose behalf you are acting.

In these Terms:

• a. clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;

• b. words in the singular include the plural and vice versa; and

• c.

  a reference to:

  • i. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

  • ii. including and similar words do not imply any limit; and

  • iii. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

You must:

• a. use the UPLYRN Service in accordance with these Terms solely for lawful purposes; and

• b. not resell or make available the UPLYRN Service to any third party, or otherwise commercially exploit the UPLYRN Service.

You must keep your User ID secure and:

• a. not permit any other person to use your User ID, including not disclosing or providing it to any other person; and

• b. immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to [email protected].

When accessing and using the UPLYRN Service, you must:

• a. not impersonate another person or misrepresent authorisation to act on behalf of others or us;

• b. not attempt to undermine the security or integrity of the Underlying Systems;

• c. not use, or misuse, the UPLYRN Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the UPLYRN Service;

• d.

  not attempt to view, access or copy any material or data other than:

  • i. that which you are authorised to access; and

  • ii. to the extent necessary for you to use the UPLYRN Service in accordance with these Terms;

• e. neither use the UPLYRN Service, nor transmit, input, store, publish or display any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading (including where you post reviews on Lecturer’s Content); and

• f. unless with our agreement, access the UPLYRN Service via standard web browsers and UPLYRN’s mobile application and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.

You indemnify us against all Loss we suffer or incur as a direct or indirect result of:

• a. any actual or alleged claim by a third party that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading;

• b. your failure to comply with these Terms, including any failure of a person who accesses and uses the UPLYRN Service by using your User ID; or

• c. any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with a Contract or as a result of any other relationship established through the UPLYRN Service.

On creating a Listing, you must:

• a. provide accurate information on the services offered;

• b. disclose the price payable for the services offered; and

• c. provide any additional terms and conditions that apply to the services offered.

You must not:

• a. complete or attempt to complete a transaction with any UPLYRN Service user outside of the UPLYRN Service process or otherwise seek to avoid the Fees; or

• b. ask for or accept direct payment of the price payable for the services by the UPLYRN Service user by any payment method other than payment through the UPLYRN Service.

You acknowledge and agree that you are responsible for all Listings that you post on the UPLYRN Service. Accordingly, you represent and warrant that any Listing you post, or the UPLYRN Service user’s use of, the services will:

• a. comply any agreements you have entered into with any third parties;

• b. comply with all applicable laws; and

• c. not conflict with the rights of third parties.

You must not:

• a. complete or attempt to complete a transaction with any Lecturer outside of the UPLYRN Service process; or

• b. ask the Lecturer to accept direct payment of the price payable for the services or pay the Lecturer by any payment method other than payment through the UPLYRN Service.

Without limiting our other rights and remedies, we may delete or remove Content at any time at our discretion, including if we consider that you have transmitted or stored any Content that:

• a. breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is, or may be, Objectionable, incorrect or misleading; or

• b. harms, or may cause harm to UPLYRN’s reputation and goodwill.

If you provide us with ideas, comments or suggestions relating to the UPLYRN Service or Underlying Systems (together feedback):

• a. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

• b. we may use or disclose the feedback for any purpose.

To the extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:

• a. the UPLYRN Service being unavailable (in whole or in part) or performing slowly;

• b. the failure of any UPLYRN Service user to comply with these Terms;

• c. any error in, or omission from, any information made available through the UPLYRN Service;

• d. any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the UPLYRN Service. To avoid doubt, you are responsible for ensuring the process by which you access and use the UPLYRN Service protects you from this; and

• e. any site linked from the UPLYRN Service. Any link on the UPLYRN Service to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

Without limiting clause 13.2:

• a. you rely on information provided by other UPLYRN Service users at your own risk;

• b. you acknowledge we do not, control, inspect, endorse, approve or check the availability, condition or nature of any advertised services or the accuracy, currency, truth or completeness of the information provided by the UPLYRN Service users and it is your responsibility to do so; and

• c. it is your responsibility to take any other necessary precautions before entering an agreement to buy, sell or provide services.

To the maximum extent permitted by law:

• a. you access and use the UPLYRN Service at your own risk; and

• b. we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with the UPLYRN Service, or your access and use of (or inability to access or use) the UPLYRN Service. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

To the maximum extent permitted by law and only to the extent clauses 14.1 and 14.2 of these Terms do not apply:

• a.our total liability to you in connection with these Terms or the UPLYRN Service will not exceed SGD[50]; and

• b.

  we will not be liable to you under or in connection with these Terms or the UPLYRN Service for any:

  • i. loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill; or

  • ii. consequential, indirect, incidental or special damage or loss of any kind.

Clauses 14.1 to 14.3 do not apply to limit:

• a.

  our liability under or in connection with these Terms:

  • i. for personal injury or death; or

  • ii. for fraud or wilful misconduct; or

• b.any liability that cannot be excluded by law.

Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use of the UPLYRN Service if the other party:

• a.

  breaches any material provision of the Agreement and the breach is not:

  • i. remedied within 10 days or the receipt of a notice from the first party requiring it to remedy the breach; or

  • ii. capable of being remedied; or

• b. becomes insolvent, liquidated, bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed or becomes subject to any form of insolvency action of external administration, or ceases to continue business for any reason.

Without limiting any other right or remedy available, we may restrict or suspend your access to the UPLYRN Service or remove any Content if we consider you have:

• a. undermined, or attempted to undermine, the security or integrity of the UPLYRN Service or any Underlying Systems;

• b. used, or attempted to use, the UPLYRN Service for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the UPLYRN Service;

• c. transmitted or stored any Content that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is, or may be, Objectionable, incorrect or misleading;

• d. failed to pay any amount when due in accordance with clause 8; or

• e. otherwise materially breached these Terms.