Aculearn Terms of Servicee

This is a legal agreement between the person or organization (“You” or

“Subscribing Entity”) agreeing to these Terms of Service (“Terms”) and

AcuLearn governing Your use of the Services.

Acceptance of the Terms

By clicking / checking the “I AGREE” button, You agree to be bound by

Aculearn’s Terms of Service.

1. Description of Service

We provide a complete suite of tools for educational institutions to set up

their own online education shop. Services include online interactive

classrooms, hosting of homepage, portal for students and teachers’

registration, course purchase and payment (including payment gateway).

The service is delivered via a SaaS model and run on internet web

browser.

We reserve the right to enhance, upgrade, improve, or modify features of

our Services as we deem appropriate and in our discretion. We will not

materially reduce the core functionality or discontinue any Services unless

we provide You with prior written notice. We may offer additional

functionality to our standard Services or premium feature improvements

for an additional cost.

We reserve the right to modify and update its Terms of Service from time

to time. Your continued use of the Service after the effective date of any

change to the Terms will be deemed to be Your agreement to the updated

Terms.

2. Eligibility

You warrant that You:

(i) are an authorized representative of that

Subscribing Entity with the authority to bind such entity to these Terms,

and (ii) agree to be bound by these Terms on behalf of such Subscribing

Entity.

3. Use of Services and Responsibilities

Use of the Services is pursuant to the terms of this Agreement. You are

solely responsible for Your and Your End Users’ use of the Services and

shall abide by all Laws in connection with Your and each End User’s use

of the Services, including but not limited to Laws related to recording,

Aculearn Terms of Service

intellectual property and privacy. Aculearn assumes no responsibility or

liability for violations.

To sign up for a user account, You need to provide all required information

about Yourself or Subscribing Entity that is true, accurate, current and

complete. You are responsible for ensuring confidentiality of Your

organization account password, appointing competent individuals as

administrators for managing Your account, and ensuring that all activities

that occur in connection with Your organization account comply with this

Agreement. Aculearn is not responsible for account administration and

internal management of the Services for You.

4. Personal Information and Privacy

Your use of Aculearn Services is subject to Aculearn Privacy Policy. Please

review our Privacy Policy, which also governs the Site and informs users

of our data collection practices.

You are responsible for all activities that occur in Your user account. We

are not responsible for any loss or damage to You or to any third party

incurred as a result of any unauthorized access and/or use of Your user

account, or otherwise.

5. Fees and Payments

The Service is provided on a prepaid basis by buying “user hours” credits

in Your accounts. Deduction of “user hours” will be based on the actual

number of user-hours used in the conduct of a class. For example, 10

users in one hour class or 2 users in 5 hours class both use up 10 “user

hours”. Instant top up of credits to the accounts is available.

Refund. Any excess or unused “user hours” credits will not be refunded.

Aculearn reserve the rights to change the fees for the Service at any time.

Aculearn provides payment gateway for You to charge Your End Users for

courses that they purchase. These transactions are purely between You

and Your End Users and Aculearn is not party to any transaction or any

agreement, verbal or otherwise. You agree that Aculearn will not be held

liable for any damages or claims arising from any such disputes.

Taxes and Withholding. You are responsible for all applicable sales,

services, value-added, goods and services, withholding, tariffs, or any

other similar fees as may be applicable in the location in which the

Aculearn Terms of Service

Services are being provided. Additionally, if You do not satisfy Your Tax

and Fees obligations, You agree that You will be required to reimburse us

for any Taxes and Fees paid on Your behalf, and we may take steps to

collect Taxes and Fees we have paid on Your behalf. In all cases, You will

pay the amounts due under this Agreement to us in full without any right

of set-off or deduction.

6. Your Contents

You are solely responsible for the content ("Content") sent or transmitted

by You or displayed or uploaded by You in using the Services and for

compliance with all Laws pertaining to the Content. Your responsibility

extends to any links to other websites or resources or other third-party

services that You use.

We do not verify, endorse, or claim ownership of any Content, and You

retain all rights, titles, and interest in respect of Your Content, with the

exception of the materials which You take from our resources, in particular

the collection of predesigned templates.

Recording. Certain Services provide functionality that allows You to record

audio, video and data shared during sessions. You are solely responsible

for complying with all applicable laws in the relevant jurisdictions while

using recording functionality. We disclaim all liability for Your recording of

audio, video or shared data, and You agree to hold us harmless from

damages or liabilities related to the recording of any audio, video or data.

7. Prohibited Use

You will not use, and will not permit any End User to use, the Services to:

(i) transmit through the Services any material that may infringe the

intellectual property or other rights of third parties;

(ii) engage in activity

that is illegal, fraudulent, false, or misleading;

(iii) use the Services to

communicate any message or material that is harassing, libelous,

threatening, obscene, indecent, would violate the intellectual property

rights of any party.

8. Limitation on Use

You shall not:

(i) reproduce, resell, or distribute the Services;

(ii) provide

any service based on the Services without prior written permission;

(iii)

use the Services in any manner that could damage, disable, overburden,

impair or harm any server, network, computer system, resource of

Aculearn;

(iv) violate any applicable local, state, national or international

law.

9. Suspension and Termination

We may suspend Your user account or temporarily disable access to

whole or part of any Service in the event of any suspected illegal activity,

extended periods of inactivity or requests by law enforcement or other

government agencies. We will also terminate Your user account on Your

request.

In addition, we reserve the right to terminate Your user account and deny

the Services upon reasonable belief that You have violated the Terms.

You have the right to terminate Your user account if Aculearn breaches its

obligations under these Terms and in such event, You will be entitled to

prorated refund of any prepaid fees.

10. Trademark

Aculearn Online and Aculearn logo, the names of individual Services and their logos are trademarks of Aculearn Online Corporation. You agree not to display or use, in any manner, the Aculearn Online trademarks, without Aculearn Online’s prior permission.

11. Disclaimer of Warranties

WARRANTIES. WE WARRANT THAT THE SERVICES WILL

CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE.

WE DO NOT REPRESENT OR WARRANT THAT

(i) THE USE OF OUR

SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE,

OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE,

SOFTWARE, SYSTEM OR DATA,

(ii) OUR SERVICES WILL MEET

YOUR REQUIREMENTS, OR

(iii) ALL ERRORS OR DEFECTS WILL BE

CORRECTED. USE OF THE SERVICES IS AT YOUR SOLE RISK. OUR

ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS

WARRANTY WILL BE, AT OUR SOLE OPTION AND SUBJECT TO

APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES, OR TO

TERMINATE THE NON-CONFORMING SERVICES OR THE

APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF

ANY PREPAID FEES FROM THE DATE YOU NOTIFY US OF THE NON-

CONFORMANCE THROUGH THE END OF THE REMAINING TERM.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM

ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS

OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY

QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-

INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE

EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS,

ACULEARN TERMS OF SERVICE.

THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY

TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.

12. Limitation of Liability

YOU AGREE THAT ACULEARN SHALL, IN NO EVENT, BE LIABLE FOR

ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,

PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR

LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,

COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR

OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR

INABILITY TO USE THE SERVICE, EVEN IF ACULEARN HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT

SHALL ACULEARN’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY

SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES

PAID BY YOU TOWARDS SUCH SERVICE.

13. Indemnification

You agree to indemnify, defend and hold harmless Aculearn, its affiliates,

officers, directors, employees, consultants, agents, suppliers and

Resellers from any and all third party claims, liability, damages and/or

costs (including, but not limited to, attorneys' fees) arising from Your use

of the Services, Your violation of this Agreement or the infringement or

violation by You or any other user of Your account, of any intellectual

property or other right of any person or entity or applicable law.

14. Arbitration

Any dispute arising out of or in connection with this contract, 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].