1.
Application of terms
1.1

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.

1.2 If you do not agree to these Terms, you are not authorised to access and use the UPLYRN Service, and you must immediately stop doing so.

2.
Changes

2.1 We may change these Terms at any time by updating them on the UPLYRN Service. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the UPLYRN Service, you agree to be bound by the changed Terms.

2.2 We may change, suspend, discontinue, or restrict access to, the UPLYRN Service without notice or liability.

2.3 Terms and Conditions last updated: These Terms were last updated on February 01, 2021.

3.
Definitions and interpretation
3.1

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.

3.2

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.

4.
About UPLYRN

4.1 UPLYRN provides a marketplace platform to connect lecturers with users around the world.

4.2 Except where UPLYRN has created a course and offered it directly to users, we act as an intermediary for UPLYRN Service users to transact and are not a party to any an agreement to buy, sell or provide or services advertised on the UPLYRN Service. We are not an auctioneer or broker. When a user purchases services and a Lecturer agrees to provide services, they are entering into an agreement directly with each other, including where payment is made through the UPLYRN Service.

4.3 Any interaction between you and another UPLYRN Service user, including any agreement entered into between you and another UPLYRN Service user, is a matter directly between you and them only. Other than our obligations set out in these Terms, we are not liable to you for any failure by any UPLYRN Service user to comply with these Terms or any other legal obligation.

4.4 We will use reasonable efforts to provide UPLYRN in accordance with these Terms and Singapore law.

4.5 Our provision of the UPLYRN Service to you is non-exclusive. Nothing in these Terms prevents us from providing the UPLYRN Service to any other person.

4.6 Subject to clause 4.7, we will use reasonable efforts to ensure the UPLYRN Service is available on a 24/7 basis. However, it is possible that on occasion the UPLYRN Service may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.

4.7 Through the use of web services and APIs, the UPLYRN Service may interact with a range of third-party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation.

5.
Use of the UPLYRN Service
5.1

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.

5.2 You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.

5.3

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 support@uplyrn.com.

5.4 You must obtain our written permission to establish a link to the UPLYRN Service. If you wish to do so, email your request to support@uplyrn.com.

5.5

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.

5.6 You are responsible for procuring all licences, authorisations and consents required for you to access and use the UPLYRN Service, including to use, store and input Content into, and display Content using, the UPLYRN Service.

5.7

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.

6.
Additional Terms For lecturers

6.1 This clause 6 applies to Lecturers.

6.2

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.

6.3 All descriptions and information in a Listing must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief.

6.4 If a service becomes unavailable for any reason, you agree to remove or suspend the Listing as soon as practicable.

6.5

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.

6.6

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.

7.
Additional Terms for UPLYRN Service Users

7.1 This clause 7 applies to UPLYRN Service users where the user is not using the UPLYRN Service as a Lecturer.

7.2

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.

7.3 You acknowledge and agree that you are responsible for all Content you publish, post or share on or through the Website, including reviews on Lecturer’s Content, and must not publish, post or post any Content that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

8.
Fees and Payment

8.1 Each month, we will pay the net amount due to Lecturers for the amounts received for services sold through the UPLYRN Service, within 45 days of the previous month-end. We will automatically deduct the Fees payable to us.

9.
Content

9.1 Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. You grant us a worldwide, perpetual, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms. To avoid doubt, if you remove Content, we may continue to display it on the UPLYRN Service for educational purposes to users who have paid to access your Content. When you publish Content on the Website, we may place advertisements on the Content.

9.2 Despite clause 9.1, if we film Content for you, we will own all Intellectual Property Rights in that Content in accordance with clause 10.1.

9.3 Without limiting clause 9.1, you acknowledge that we may use Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms).

9.4 You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Content as described in these Terms.

9.5 While we will use reasonable endeavours to back up all Content stored using the UPLYRN Service, you must keep separate and regular back-up copies of all Content uploaded by you onto the UPLYRN Service.

9.6

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.

10.
Our Intellectual Property

10.1 Other than your Content, we (and our licensors) own all proprietary and intellectual property rights in the UPLYRN Service and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trademarks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.

10.2

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.

11.
Confidentiality

11.1 You must treat all information available and otherwise provided through the UPLYRN Service as strictly confidential, and may only use that information for the purpose of buying, selling and providing services through the UPLYRN Service.

11.2 Confidential Information expressly includes contact details of each UPLYRN Service user, but does not include any information already in the public domain, or independently known to you.

12.
Privacy

12.1 You are not required to provide personal information to us, although in some cases if you choose to not do so then we will be unable to make certain functions of the UPLYRN Service available to you.

12.2When you provide personal information to us, we will comply with the Personal Data Protection Act 2012 and with our Privacy Policy set out at uplyrn.com/privacy.

13.
Disclaimers
13.1

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.

13.2 All advertisements, arrangements and agreements to buy, sell or provide services through the UPLYRN Service are carried out entirely at your own risk. We exclude to the fullest extent permitted by applicable law all liability for any Loss arising out of or in any way connected with any other arrangements that you may have made in connection with the UPLYRN Service, or your use of the UPLYRN Service.

13.3

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.

14.
Liability
14.1

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.

14.2Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of any applicable consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability will be limited to SGD[50].

14.3

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.

14.4

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.

15.
Suspension And Termination

15.1 You may cease using the UPLYRN Service at any time by removing your account from the UPLYRN Service. If you do this, these Terms and your right to access and use of the UPLYRN Service will terminate immediately.

15.2

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.

15.3 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

15.4 Clauses which, by their nature, are intended to survive termination of your right to access and use the UPLYRN Service, including clauses 9 to 14, 15.3, 15.4 and 16.2.

15.5 Subject to clause 15.3, no compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.

15.6

    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.

16.
General

16.1 If we need to contact you, we may do so by email or by posting a notice on the UPLYRN Service. You agree that this satisfies all legal requirements in relation to written communications.

16.2 These Terms, and any dispute relating to these Terms or the UPLYRN Service, are governed by and must be interpreted in accordance with the laws of Singapore. Each party submits to the non-exclusive jurisdiction of the Courts of Singapore in relation to any dispute connected with these Terms or the UPLYRN Service.

16.3 We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event that is beyond our reasonable control.

16.4 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

16.5 No person other than us and you has any right to a benefit under, or to enforce, these Terms.

16.6 Subject to clause 2.1, any variation to these Terms must be in writing and signed by both parties.

16.7 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

16.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

16.9 These Terms set out everything relating to your access and use of the UPLYRN Service and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the UPLYRN Service that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agree to these Terms.