TERMS AND CONDITIONS | uExcelerate | Leadership Development Platform

TERMS AND CONDITIONS

This website operating under the name of uExcelerate is registered under ​the name of UEX LEARNING TECHNOLOGY Pvt. Ltd. ​The Terms and Conditions displayed on this website, and the content and services available on or through any of the foregoing, shall hereinafter be referred to as the “Agreement” provided to you (“​Customer​”) by ​uExcelerate​.

BY VISITING UEXCELERATE OR USING OUR SERVICES, ACCESSING OR USING OUR SERVICES, YOU AGREE THAT YOU ARE LAWFULLY COMPETENT AND ABLE TO ENTER INTO THE TERMS,

CONDITIONS, OBLIGATIONS, REPRESENTATIONS, AND RESPONSIBILITIES SET FORTH IN

THESE TERMS OF SERVICE MAY BE AMENDED FROM TIME TO TIME, AND TO ABIDE AND COMPLY WITH THESE TERMS. UEXCELERATE MAY UPDATE AND CHANGE ANY OR ALL OF THESE

TERMS AT ANY TIME. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS PERIODICALLY, AND CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES HAVE BEEN MADE AND POSTED SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER OR THE COMPANY YOU WORK FOR, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND, AND DO HEREBY BIND, THAT ENTITY TO THESE TERMS.

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND USING THE SERVICES IN ANY MANNER, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE SERVICES.

IF YOU DO NOT ABIDE BY THE PROVISIONS OF THESE TERMS & CONDITIONS, EXCEPT AS WE MAY OTHERWISE PROVIDE FROM TIME TO TIME, YOU AGREE THAT WE MAY IMMEDIATELY DEACTIVATE OR DELETE YOUR USER ACCOUNT AND ALL RELATED INFORMATION AND FILES IN YOUR USER ACCOUNT AND/OR RESTRICT ANY FURTHER ACCESS TO SUCH INFORMATION AND/OR FILES, OR OUR SERVICES, WITH OR WITHOUT NOTICE.

YOU MUST EXERCISE CAUTION, GOOD SENSE AND SOUND JUDGMENT IN USING THE SERVICES. YOU ARE PROHIBITED FROM VIOLATING OR ATTEMPTING TO VIOLATE, THE SECURITY OF THE SERVICES. ANY SUCH VIOLATIONS MAY RESULT IN CRIMINAL AND/OR

CIVIL PENALTIES AGAINST YOU. UEXCELERATE WILL INVESTIGATE ANY ALLEGED OR SUSPECTED VIOLATIONS AND IF A CRIMINAL VIOLATION IS SUSPECTED, UEXCELERATE MAY CONTACT AND/OR COOPERATE WITH LAW ENFORCEMENT AGENCIES IN THEIR INVESTIGATIONS.

1. SERVICES

  1. Service​. Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), uExcelerate grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to Use uExcelerate’s web-based service expressly identified on each mutually accepted subscription order form or as selected by Customer on uExcelerate’s online order page (each, an “​Order​”). “​Use​” means that Customer may access by up to the number of users indicated on each Order (“​Authorized Users​”) solely for internal business purpose. Authorized Users shall have their own private access and use our Services. You acknowledge that our Services are on-line, subscription-based products and that we may make changes to our Services from time to time. Any change in the admin shall be communicated to uExcelerate immediately through email. ​Our Services may include certain communications made to you in the form of service announcements, administrative messages and newsletters, which shall be considered part of using the Services. We understand and respect your privacy, and hence provide you the option of opting out from receiving certain communications. uExcelerate ​reserves the right in its sole discretion, to change, modify, cancel or suspend any of our Services (or any part thereof) from time to time. These Terms constitute the entire agreement and understanding between you and uExcelerate with respect to the subject matter thereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. ​The relationship between uExcelerate and Customer shall be that of independent contractors.
  2. Payment: All the payments done by Customer for a subscription must be done by credit card, debit card, or any other valid payment method, along with applicable taxes, and all the information provided by Customer in connection with such purchase must be accurate and complete. Customer agree that all payments made in connection with subscription are non-refundable unless otherwise specified in these Terms.
  3. Restrictions​. Customer shall not, directly or indirectly, and shall not authorize any person, to the maximum extent permitted by applicable law, to (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of; (ii) translate, adapt, or modify; (iii) write or develop any program based upon; (iii) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to, unauthorized persons to; (iv) transmit unlawful, infringing or harmful data or code to or from; (v) replicate significant portions of uExcelerate’s data, or (vi) otherwise use except as expressly permitted hereunder, in each case of (i) – (vi), the uExcelerate Service (including all technology constituting or used to provide such service) or uExcelerate’s data, as applicable (collectively, “​uExcelerate​”). ​uExcelerate do not permit individuals under 18 years of age to become registered users of our Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms & Conditions and to abide by the terms and conditions of these Terms & Conditions. All and any rights not expressly granted herein are reserved by uExcelerate.
  4. Evaluation License​. If Customer has selected a demonstration subscription to the uExcelerate Service on the uExcelerate online ordering page then during the Trial Subscription Term, the uExcelerate Service will be provided to Customer on a trial basis and any subscription fee shall be waived. After the expiration of the Trial Subscription Term, unless Customer chooses to order a paid subscription to the uExcelerate Service, Customer’s access to uExcelerate will automatically terminate.

2. TERM AND TERMINATION

Term​. This Agreement will start on the effective date set forth on the first executed Order and, unless terminated earlier in accordance with this Agreement, will continue until the end of the last Subscription Term (as defined in the applicable Order) or the earlier termination of all applicable Orders. If the Customer has selected a demonstration subscription on the uExcelerate online ordering page then this Agreement will start on the date the uExcelerate Service is first made available to the Customer and will terminate thirty (30) days thereafter (the “​Trial Subscription Term​”). uExcelerate may terminate the Trial Subscription Term for convenience at any time upon notice to Customer ​including if in our sole determination you violate any provision of this Agreement, commit an illegal activity or fraud using our Services, or on the request of law enforcement or other government agencies, or for no reason.

a. Effect of Termination​. Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders, statement of works (“​SOW(s)​”), and access to uExcelerate will automatically terminate; (ii) all outstanding payment obligations of Customer become due and payable immediately; and (iii) upon thirty (30) days from the date of termination, uExcelerate will have no further obligation to store or permit retrieval of such data. ​You understand and agree that there shall be no refunds to you after cancellation for any portion of unused Services or time on the subscription. The following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.b, b, and 3 through 6.

1. DATA CONFIDENTIALITY & PRIVACY

  1. As an Authorized User of the Services, you are entirely responsible for maintaining the confidentiality of your user account information. You may not use the account or user name of any other member at any time. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s user account information.
  2. You are also entirely responsible for any and all activities which occur under your user account. We will not be liable for any loss that you incur as a result of someone else using your account, either with or without your knowledge. You may also be held liable for any losses incurred by uExcelerate, its affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account.
  3. In order to undertake and carry out the matters set out in this Agreement, Customer must have to submit certain non-public, confidential and/or proprietary information, which will be stored with uExcelerate solely in connection with the Services. uExcelerate is ​committed to protecting your privacy and security. For more information, you should review our Privacy Policy, which are incorporated into these Terms & Conditions by this reference.​.
  4. Ownership; of Data​. Except for the limited rights granted in this Agreement: (i) uExcelerate hereby retains all rights, title and interest, including all intellectual property rights, in relation to the uExcelerate, including the work product resulting from any Professional Services (as defined in the applicable SOW), and (ii) Customer hereby retains all rights, title and interest in the Customer Data. Customer hereby grants to uExcelerate and its affiliates a worldwide, irrevocable, perpetual, royalty-free license (i) to exploit without restriction all feedback regarding uExcelerate; (ii) to use log and other information derived from Customer’s use of the uExcelerate Service (“​Usage Data​”) as well as Customer Data in de-identified form, to improve uExcelerate’s products and services; and (iii) to use all data made available to uExcelerate by or on behalf of Customer to perform its obligations hereunder. The non-public data, input into the uExcelerate Service by or on behalf of Customer shall be deemed “​Customer Data​.” Customer Data does not include public domain or publicly available data, data independently derived by uExcelerate, or except as expressly described above, data obtained by uExcelerate from a third party (e.g. from candidates). Except as expressly agreed, uExcelerate has no obligation hereunder to obtain any third party data or pay any usage fee therefore.
  5. The terms of uExcelerate’s privacy policy are hereby incorporated by reference. uExcelerate may remove or restrict access to uExcelerate’s data including if providing access may violate applicable law, the source of such data becomes unavailable, or a third party brings or threatens legal action. Customer will obtain all permissions or approvals from each applicable data source as may be necessary or required to provide such data to uExcelerate in connection with the delivery of the uExcelerate Service and comply with all applicable laws in its performance under this Agreement.

2. INDEMNIFICATION

Customer agrees to indemnify, defend and hold uExcelerate and its subsidiaries, affiliates, officers, directors, agents, employees, and licensors, harmless from and against any and all claims, costs, damages, and expenses, including reasonable attorneys’ fees, arising out of or in connection with any claim brought against uExcelerate by a third party relating to Customer’s breach of these Terms, violation of any law, or your violation of the rights of a third party, including the infringement by Customer of any intellectual property or another right of any person or entity. These obligations will survive any termination of the Terms.

3. DISCLAIMER; LIMITATION OF LIABILITY

a. Disclaimer​. ​The Services provided by uExcelerate are made available on “as is” without warranty or representation of any kind, including (without limitation) warranties, terms or conditions as to the satisfactory quality, fitness for purpose, or compliance with any description or generally as to the quality of our Services, Data, third party content or any information obtained using our Services. We do not represent or imply that we endorse or take responsibility for any Data posted or about the accuracy and correctness of any Data posted, and are not responsible for, controlling how or when our Services are used. We do not assume any liability for monitoring the Services for content that is offensive, indecent, or otherwise objectionable, as well as content containing harmful content, viruses, technical inaccuracies, omissions, or typographical errors. We are not responsible for actions or information of our Customer(s) and third parties and are not obligated to control such actions. Our Services may provide links that permit you to access or interact with third-party sites. UExcelerate has no control over the accuracy of such information, and Data on our Site may include technical inaccuracies or typographical errors, and we make no guarantees, nor can we be responsible for any such information, including its authenticity, accuracy, quality, copyright compliance or legality, or any resulting loss or damage. Customers understand and agree that we are not liable for any kind of damages, losses, or action arising directly or indirectly, due to access and/or use of the Data.

Limitation of Liability​. ​In no event shall uExcelerate, its subsidiaries, affiliates, officers, directors, agents, employees, and licensors be held liable for any direct, indirect, punitive, incidental, special, or consequential damages, lost profits, lost data, goodwill use, or other intangible losses, relating to, arising out of or in any way in connection with our Terms and Services or any Data posted on our Site by the Customer. The maximum liability of uExcelerate shall not be more than the amount paid by the Customer during the last 12 months period prior to the date of the claim arose.

4. GENERAL PROVISIONS

  1. Waiver Severance- ​Any failure by uExcelerate to enforce any right or failure to act with respect to any breach by you under the Terms shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of or failure to comply with any other provision of this Agreement, unless any such waiver has been consented by uExcelerate in writing. In the event of any provision of our Terms, under any circumstances being held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of the provisions hereof of the Terms or any such provision in any other circumstances.
  2. Force Majeure​. Except for the obligation to pay money by the Customer, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.
  3. Governing Law​. This Agreement shall be governed by and construed under the laws within the jurisdiction of India. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the Courts of Andhra Pradesh or as agreed by the parties in an event of dispute.
  4. Miscellaneous​. ​uExcelerate may update and modify these Terms at any time, so please review our Site periodically for any postings about modifications. Your continued use of our Services confirms your acceptance of our Terms of Service, as amended.
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