INTRODUCTION

Kress Cooper eLearning System (KCELS) Ltd, a private limited company registered under the laws of England and Wales, owns and operates the website www.kcels.com and its corresponding mobile and web applications (collectively referred to as the “Learning Platform”).

The Learning Platform consists of an e-learning platform available to students located throughout the world. The Learning Platform shall feature a wide array of courses, one-on-one training and different types of instruction, all of which shall be accessible or otherwise available for purchase. The Learning Platform therefore enters into partnerships with institutions, course creators, corporate trainers, teachers who provide such course materials, classes training and instruction.

The present Terms of Service set forth the terms upon which Kress Cooper eLearning System (KCELS) Ltd shall grant access to the Learning Platform. Users of the Learning Platform are subject to and obligated to comply with the present Terms of Service to download, use and benefit from the Learning Platform.

DEFINITIONS

When used in these Terms of Service, the term “KCELS” shall refer to Kress Cooper eLearning System (KCELS) Ltd, a private limited company registered and operating pursuant to the laws of England and Wales. KCELS owns, manages and developed the Learning Platform [can we put name of learning platform].

The term “Courses and Materials” shall refer to any one or more courses, classes, live courses, pre-recorded courses, course materials, one-on-one training, training sessions, personal tutoring and different types of instruction offered on the Learning Platform.

The term “Dispute” shall refer to any controversy, claim, dispute, question, difference or other conflict between you and KCELS arising out of or relating to these Terms of Service.

The term “Professionals” shall refer to any one or more institutions, course creators, teachers and trainers.

The term “Restricted Countries” shall refer to the following countries: Cuba, North Korea, Sudan, Syria, or the Crimea region of Ukraine.

The term “Terms of Service” or the “Terms” shall refer to the present Terms of Service and shall include any and all amendments, modifications and supplements made thereto from time to time.

APPLICABILITY

The present Terms of Service shall govern the terms upon which you may use the Learning Platform. The present Terms of Service shall be applicable and binding upon your access, visit or usage of the Learning Platform.

Upon accessing, visiting, downloading or using the Learning Platform in any way, you shall be bound and governed by these Terms of Service, in their entirety. Your usage of the Learning Platform shall be construed as your acceptance of these Terms of Service. If you do not agree with these Terms of Service, even partially, please refrain from accessing, visiting or using the Learning Platform.

UPDATES TO THESE TERMS OF SERVICE

You acknowledge that KCELS may update these Terms of Service and other related policies and rules from time to time, at KCELS’s discretion. The most recent version of these Terms of Service shall be published on the Learning Platform. The updated Terms of Service shall specify the date of the latest update made thereto.

KCELS undertakes to notify you prior to making any significant changes to these Terms of Service. KCELS does not guarantee that you shall be informed of updates prior to their publication on the Learning Platform. For this reason, you are encouraged to periodically review these Terms of Service to ensure you are aware of and compliant with the latest version of these Terms of Service.

All updates to these Terms of Service shall be binding as of the date specified in the header. Your usage of the Learning Platform pursuant to the publication of the updated Terms of Service shall constitute your agreement to be bound by the updated Terms of Service.

ELIGIBILITY

To be eligible to use the Learning Platform, you confirm and represent the following to KCELS:

• You have reached the age of majority as set in your country of residence.
• If you are a minor or a child in the country you are accessing the Learning Platform from, you may use the Learning Platform with the consent and knowledge of your parent or legal guardian and under the supervision of your parent or legal guardian.
• You agree to use the Learning Platform in strict compliance with all applicable laws, regulations and government orders.
• You have the capacity and ability to enter into legally binding contracts under applicable law.
• You have not been barred from accessing or using the Learning Platform under any applicable law and have not been previously been barred from using the same.
• You warrant that you do not reside in and that you are not accessing the Learning Platform from any country subject to applicable U.S. trade sanctions or embargoes and/or any Restricted Country. You also confirm that you have not been named on any national or denied-party list issued by the U.S. government.

USER ACCOUNTS

You may visit or access the Learning Platform without creating a user account on the Learning Platform, however, some portions of the Learning Platform and its content may be inaccessible without a valid user account.

To create a user account on the Learning Platform, you must be at least eighteen (18) years old. If you are below the age of eighteen (18), you must have your parent or legal guardian create a user account on your behalf on the Learning Platform. Upon KCELS’s discovery that a user account was created by a user who is under the age of eighteen (18), KCELS shall terminate such user account, without liability; and for verification purposes KCELS may ask for the ID.

In furtherance of the creation of your user account, you shall be asked to provide personal or private information, such as your first name, last name, email address, username and password.

You confirm to KCELS that all personal data you provided in connection with your user account shall be accurate, true, complete and current to the best of your knowledge. You shall be responsible for updating any personal data submitted on the Learning Platform which becomes outdated, expired or no longer valid.

All personal information or data submitted as part of a user account shall be handled according to KCELS’s Privacy Policy, as published on the Learning Platform.

Your user account on the Learning Platform shall be secured by a password. You shall be responsible for ensuring the password to your user account remains confidential and secret. In the event of a security breach, such as loss, theft, unauthorized usage of your password or compromised password, you agree to notify KCELS at your earliest convenience by sending an email or on the Learning Platform.

Your user account shall be personal and may only be used by you. You may not use a user account that does not belong to you. You shall therefore refrain from sharing your login details with any third party. As such, you may not transfer your user account to any third party, including employees, colleagues or other third parties. Any usage or access of another user’s account on the Learning Platform shall be strictly prohibited.

You shall be held responsible for all acts, content, and omissions arising out of or relating to your user account. You agree not to engage in unacceptable use of your user account and to strictly comply with the obligations contained in these Terms of Service.

KCELS declines all liability for losses or damages caused by unauthorised usage of your user account. You shall be held liable for any purchases and charges incurred by or using your user account.

USER CONDUCT

You are responsible for all conduct, actions and omissions relating to their usage of the Learning Platform. You therefore agree to not engage in unacceptable use of the Learning Platform. You are strictly from using the Learning Platform to:

• Breach any applicable international or local law, government order, regulation or policy;
• Impair, interfere with or damage the Learning Platform, its servers or any portion thereof in any way;
• Transmit harmful components, viruses or damaging files;
• Use automated means, including data mining tools or the like to download or scrape data from the Learning Platform;
• Engage in unlawful or illegal, malicious or otherwise unethical conduct, or encourage others to use the Learning Platform for such purposes;
• Intimidate, insult, bully, harass, threaten or otherwise cyber stalk users of the Learning Platform;
• Reproduce, share, copy, distribute, commercialize or otherwise transmit the Courses and Materials or any portion thereof, except in accordance with these Terms of Service;
• Transmit, distribute or otherwise share known false or illicit statements or remarks;
• Impersonate an individual business, or company, or intentionally mislead others about your true identity;
• Collect personal information or data regarding users of the Learning Platform, without obtaining the required consents;
• Access the Learning Platform using any unauthorized means or technology, or bypass the Learning Platform’s established security measures;
• Decompile, reverse engineer or hack or attempt to do any of the foregoing with respect to any portion of the Learning Platform;
• Upload, distribute, publish or otherwise share content or information that violates a third party’s intellectual property rights;
• Act in a manner that conflicts with the spirit of these Terms of Service.

You further agree to comply with Internet safety standards. You may be held personally responsible for their failure to comply with such guidelines and standards.

TERMINATION OF USER ACCOUNTS

You may delete your user account by following the specific instructions to this effect provided on the Learning Platform. Upon the deletion of your user account, you understand that all Content and Videos purchased under such user account shall no longer be accessible.

KCELS reserves the right to investigate any potential breach of these Terms of Service, any applicable legislation, regulations or binding terms. You shall be required to cooperate with KCELS during the course of any such investigations by submitting requested documentation or information.

KCELS reserves the right to suspend your user account for which KCELS has reason to believe is being accessed by multiple individuals or entities. The determination thereof shall be made by KCELS at its sole discretion based upon information available.

KCELS may terminate your user account, without liability and without prior notice, if you uploaded any content of a religious, political or sexual nature, or if you have engaged in inappropriate or abusive conduct. KCELS may terminate your user account for any reason upon providing a written notice. Further, KCELS may revoke or terminate your user account on the Learning Platform if you acted in a way that is contrary to these Terms of Service. You waive any rights or recourses you had, have or may have against KCELS in connection with the suspension or termination of your user account by KCELS.

KCELS shall terminate the user account in the event of the death of a user. KCELS shall also terminate any user accounts which have been inactive for a period exceeding six (6) months.

All ongoing provisions of these Terms of Service shall remain applicable and binding, even following the termination of your user account, including those relating to intellectual property and copyrights, disclaimers and warranties, limited liability and indemnification.

INSTITUTIONS

Institutions shall be responsible for registering on the Learning Platform. To register on the Learning Platform, the institution shall provide the following information on the Learning Platform: The institution’s name, address, trade license, date of establishment and the course(s) and program(s) taught by the institution.

To obtain payment for the provision of the live classes and pre-recorded courses, the institution shall provide KCELS with the institution’s financial information, such as its bank account details or PayPal account.

Institutions listed and approved on the Learning Platform shall be permitted to add pre-recorded courses and live courses on the Learning Platform, subject to the approval of KCELS’s administrator. Institutions shall set the rates for both pre-recorded and live classes, at the institution’s full discretion and without interference by KCELS.

Institutions shall be permitted to add teachers on the institution’s dashboard held on the Learning Platform. Any teachers listed on the Learning Platform in connection with an institution shall teach only with such institution, unless such institution has consented to non-exclusivity. The institution shall be responsible for entering into a binding agreement with its teachers, acknowledging that KCELS shall not be party to such agreement.

The teacher(s) retained by the institution shall submit a draft timetable to the institution for approval. The teacher(s) shall revise the timetable as needed until the institution has approved the revised version thereof. The approved timetable shall be published on the institution’s dashboard on the Learning Platform, thereby rendering it available for review by students.

Students may then register for the institution’s offerings by paying the corresponding fees. Once students have completed a course offered by the institution, whether live or pre-recorded, KCELS shall be notified.

All funds paid by students on the Learning Platform to purchase courses offered by the institution shall be paid to KCELS. Subject to the conditions contained in these Terms of Service, KCELS shall transfer to the institution the net amount of the earnings generated by the institution’s pre-recorded and live courses. Prior to the transfer of the net amount to the institution, KCELS shall retain and keep its commission for managing and operating the Learning Platform. For reference purposes, KCELS’s commission shall be equivalent to ten percent (10%) of the net earnings, unless otherwise indicated.

COURSE CREATORS

Course creators shall be responsible for registering on the Learning Platform. To register as a course creator on the Learning Platform, course creators shall provide and verify their email addresses. Course creators shall then create a profile by following the instructions set forth on the Learning Platform.

The course creators shall then be permitted to upload pre-recorded and live lectures and courses on the Learning Platform. The course creators shall benefit from the authority and discretion to set the rates for both pre-recorded and live classes and the rates for each chapter, without interference by KCELS. KCELS’s administrator shall review and if appropriate, shall approve the class and the rate.

Once the class and the rate have been approved by KCELS, they shall be available for purchase on the Learning Platform. Students may then register for the teacher’s class by paying the corresponding fees. Once students have completed a course offered by the institution, whether live or pre-recorded, KCELS shall be notified.

All funds paid by students on the Learning Platform to purchase Courses and Materials offered by the course creator shall be paid to KCELS. Subject to the conditions contained in these Terms of Service, KCELS shall transfer to the course creator the net amount of the earnings generated by the course creator’s Courses and Materials. Prior to the transfer of the net amount to the course creator, KCELS shall retain and keep its commission for managing and operating the Learning Platform. For reference purposes, KCELS’s commission shall be equivalent to ten percent (10%) of the net earnings, unless otherwise indicated.

TEACHERS

Teachers shall be responsible for registering on the Learning Platform. To register as a teacher on the Learning Platform, teachers shall provide and verify their email addresses. Teachers shall then create a profile by following the instructions set forth on the Learning Platform. The teachers shall list their subjects of interest and indicate availability and the pricing to provide lectures on the Learning Platform.

Once the teacher’s subjects of interest and available time slots have been published on the Learning Platform, students may reserve a time slot and register with the teacher paying the corresponding fees. The teacher shall then deliver the requested lecture to the student during the scheduled time slot.

All funds paid by students on the Learning Platform to purchase a lecture provided by the teacher shall be paid to KCELS. Subject to the conditions contained in these Terms of Service, and upon proof that the student benefited and participated in the lecture scheduled with the teacher, KCELS shall transfer to the teacher the net amount of the earnings generated by the teacher’s lectures. Prior to the transfer of the net amount to the institution, KCELS shall retain and keep its commission for managing and operating the Learning Platform. For reference purposes, KCELS’s commission shall be equivalent to ten percent (10%) of the net earnings, unless otherwise indicated.

TRAINERS

Trainers shall be responsible for registering on the Learning Platform. To register as a trainer on the Learning Platform, trainers shall provide and verify their email addresses. Trainers shall then create a profile by following the instructions set forth on the Learning Platform. The trainers shall list their subjects of interest and indicate available time slots and the pricing to provide Courses and Materials on the Learning Platform.

Once the trainer’s subjects of interest and available time slots have been published on the Learning Platform, students may reserve a time slot and register with the trainer paying the corresponding fees. The trainer shall then deliver the requested training to the student during the scheduled time slot.

All funds paid by students on the Learning Platform to purchase a training session provided by the trainer shall be paid to KCELS. Subject to the conditions contained in these Terms of Service, and upon proof that the student benefited and participated in the training scheduled with the trainer, KCELS shall transfer to the trainer the net amount of the earnings generated by the training sessions purchased by students. Prior to the transfer of the net amount to the institution, KCELS shall retain and keep its commission for managing and operating the Learning Platform. For reference purposes, KCELS’s commission shall be equivalent to ten percent (10%) of the net earnings, unless otherwise indicated.

COURSES AND MATERIALS

All profiles, and Courses and Materials shall be submitted to KCELS for approval. KCELS’s designated administrator shall be responsible for viewing all profiles and Courses and Materials, and providing its approval prior to the publication and sale thereof on the Learning Platform.

KCELS’s designated administrator shall benefit from the right to reject any profile, Courses and Materials that: (i) do not comply with these Terms of Service, (ii) are of an offensive nature, (iii) are of a religious nature, (iv) promote violence or illegal acts; or (v) are otherwise problematic, as determined by KCELS at its discretion. Any profile, Courses and Materials rejected by KCELS’s administrator shall not be published on the Learning Platform.

Students shall gain access to Courses and Materials by paying the applicable fees, and logging into their user accounts on the Learning Platform. Students acknowledge that certain courses and materials may be subject to a fee or may only be accessible pursuant to the purchase thereof.

Students acknowledge and understand that all Courses and Materials available for purchase on the Learning Platform are owned exclusively by KCELS. KCELS holds all copyrights to the courses and materials accessible on the Learning Platform. By providing access to the Courses and Materials, KCELS does not grant any express or implied ownership right to the Courses and Materials.

For the avoidance of doubt, students shall have no ownership rights to the Courses and Materials: They shall only be granted a limited license to view and access the Courses and Materials for personal use.

Upon purchasing Courses and Materials and conditionally upon KCELS receiving the appropriate payment for the purchase, you shall be granted a limited, non-exclusive, revocable and royalty-free license to use the Courses and Materials purchased for personal use. The Courses and Materials purchased shall generally be accessible on an ongoing basis, until such Courses and Materials are disabled on the Learning Platform.

The license granted shall not grant you any express or implied right to the Courses and Materials. The license shall only allow you to use, access and print certain portions of the Courses and Materials for personal usage, in accordance with the requirements set forth in these Terms of Service. In the event that you chose to download, print, reproduce or copy the Courses and Materials for personal usage according to these Terms of Service, you agree not to remove, obscure, or alter any notice of intellectual property rights present on or in the Courses and Materials or any portion thereof.

It is strictly prohibited to transfer, sublicense, resell or otherwise monetize the Courses and Materials purchased. Accordingly, the license to the Courses and Materials granted to you shall not allow you to:

• Resell any Courses and Materials;
• Use the Courses and Materials for commercial or business purposes;
• Distribute, commercialize, sell, lease, transfer or otherwise share the Courses and Materials or any portion thereof, with a third party;
• Prepare any derivative work based upon the Courses and Materials, or any portion thereof;
• Engage in data mining, reverse engineering or any type of extraction work with respect to the Courses and Materials;
• Use the Courses and Materials or any component thereof for any purpose not authorized by law or contemplated under these Terms of Service.

You acknowledge that any usage of the Courses and Materials that violates these Terms of Service shall give rise to the termination of the license granted. KCELS reserves the right to terminate the license granted at any time, at its discretion. If you violate any of the terms contained herein, KCELS may terminate the license without notice or delay.

You further acknowledge that any unauthorized usage of the Courses and Materials may violate intellectual property laws and other applicable laws. Moreover, the license granted to shall terminate upon the earlier of: (i) the date of the end or disablement of the Courses and Materials, as applicable, or (ii) the termination of your user account on the Learning Platform. KCELS may terminate or revoke the license granted at any time to comply with legal obligations or in accordance with these Terms of Service.

Considering the Courses and Materials are generated by Professionals, KCELS is unable to guarantee the quality, suitability and integrity of the Courses and Materials. KCELS shall not be liable for any errors, issues or losses caused by the Courses and Materials published on the Learning Platform. Further, KCELS disclaims all warranties and guarantees in connection with any Courses and Materials published on the Learning Platform. As such, KCELS does not guarantee that the Courses and Materials shall be appropriate, accurate and without error.

CHATS AND EXCHANGES

Students may not chat with other students on the Learning Platform, however, students may initiate a chat with a Professional on the Learning Platform. Students may not send false, misleading, defamatory, erroneous, insulting, harassing or disruptive messages to a Professional on the Learning Platform.

KCELS has no tolerance for chats or exchanges on the Learning Platform that are objectionable, abusive, illegal, threatening, unethical, defamatory, of a pornographic nature, fraudulent, or otherwise inappropriate. KCELS reserves the right to edit, delete, or remove chats exchanges from the Learning Platform which violate these Terms of Service. Moreover, KCELS may revoke your ability to engage in chats on the Learning Platform for any reason KCELS deems to be proper or appropriate.

Considering interactions between students and the Professional shall take place on the Learning Platform, KCELS reserves the right to access and monitor all exchanges between them for compliance purposes. KCELS may review exchanges to ensure both parties comply with the obligations set forth in these Terms of Service. KCELS may impose any sanction deemed appropriate in the event KCELS discovers any unethical, unauthorized or otherwise problematic correspondence between a student and the applicable Professional.

PURCHASES

You may purchase Courses and Materials on the Learning Platform by paying the appropriate fee listed. You shall be responsible for verifying the price of the purchase prior to making the corresponding payment. Unless otherwise indicated, the payments for the Courses and Materials are exclusive of any taxes and duties. You are responsible for paying taxes charged in connection with your purchase of the Courses and Materials.

Courses and Materials must be prepaid. KCELS accepts payments by credit card, debit card and other payment methods listed on the Learning Platform. Upon your purchase of Courses and Materials, you agree that KCELS shall charge your credit card or the payment information provided. You shall then be provided with an order confirmation by email. The order confirmation shall specify the date, time, and all applicable information relating to the purchased Courses and Materials.

KCELS may store, or use a third party to store your payment information to provide for recurring payments. If your payment information is invalid or otherwise unacceptable, KCELS reserves the right to cancel your purchase.

REFUND POLICY

All sales and purchases made on or via the Learning Platform and final and may not be refunded, except if authorized by KCELS.

You may send a refund request to KCELS by way of email. Refund requests shall be submitted within one (1) week of the date of the purchase, and prior to the provision of the Courses and Materials. Further, if you are dissatisfied with Courses and Materials purchased, please send KCELS an email with justification. KCELS shall review each refund request to determine if it is founded.

If the request is founded, KCELS shall refund the payment method used for the purchase. The amount of the refund shall be for the amount paid less (-) a five percent (5%) administrative fee. Any processing fees for the refund shall be borne by the refunded student.

Notwithstanding the above, KCELS shall not issue refunds for partially used or unused Courses and Materials, and if you attended a subsequent Course and Materials. Any refunds awarded shall be at KCELS’s sole discretion. KCELS shall not be under any obligation to issue a refund under any circumstances. Any past refund shall not entitle you to subsequent or future refunds.

Considering KCELS shall not be under any obligation to provide a refund, KCELS may exceptionally issue refunds for Courses and Materials that were not available or accessible due to KCELS’s fault. Such limited and exceptional circumstances shall include technical issues caused by KCELS or the failure to present the Courses and Materials on the scheduled date and time.

RATINGS AND COMMENTS

Following the participation in Courses and Materials, you may elect to provide a rating. You may add a comment to the rating provided. When writing a comment, you should ensure it is the truthful, accurate and fair based upon the course and materials delivered.

KCELS reserves the right to remove, delete or withdraw ratings or comments which are problematic, not genuine or unreasonable, as determined by KCELS at its sole discretion. KCELS may also remove, delete or withdraw ratings or comments that violate these Terms of Service.

FREE TRIALS

You may be eligible for a free trial of Courses and Materials. Unless otherwise indicated, the free trial shall consist of at most two (2) classes offered at no charge, or one (1) course offered at no charge. Please contact KCELS for further information.

STATUS OF THE PARTIES

Nothing in these Terms of Service shall be construed to constitute you as an agent, employee, or joint venturer of KCELS. For all purposes, KCELS shall operate as an entity independent from you. These Terms of Service shall not establish an employment relationship, franchise, joint venture, agency or partnership of any kind between you and KCELS.

INTELLECTUAL PROPERTY RIGHTS

Trademarks, logos and intellectual property relating to KCELS and the Learning Platform are proprietary to KCELS. KCELS’s trademarks, logos and intellectual property may not be reproduced or shared without KCELS’s prior written consent. All intellectual property directly relating to KCELS and the Learning Platform is KCELS’s sole property. KCELS is the exclusive owner of such intellectual property throughout the world, without limitations of time or space.

Any content that has been licensed to KCELS remains the property of its respective owners. Please note that the reproduction, transmission, sharing and distribution of all or part of any the content, materials and courses on the Learning Platform is expressly prohibited, except as provided under these Terms of Service.

KCELS and the Learning Platform’s trademarks and logos are protected by copyright laws. You may not use such trademarks and logos for any purpose other than to benefit from the Courses and Materials offered on the Learning Platform in strict compliance with the terms set forth herein.

FORCE MAJEURE

Force Majeure events consist of unforeseeable events beyond KCELS’s reasonable control, and may include government orders, pandemics, epidemics, failure of telecommunications networks, fires, hurricanes and other natural disasters.

During a Force Majeure event, KCELS’s obligations under these Terms of Service shall be suspended, and shall resume upon the resolution of the Force Majeure event. KCELS declines responsibility for any failure to perform its obligations due to a Force Majeure event. If the Force Majeure lasts longer than seven (7) consecutive days, KCELS may choose to permanently terminate or alter its obligations and services pursuant to these Terms to account for the Force Majeure event.

PRIVACY AND SECURITY

To protect the privacy and security of personal data transmitted on or via the Learning Platform, KCELS has implemented strict control procedures to safeguard all personal information and information. All such control procedures comply with applicable data privacy and protection legislation, including but not limited to the General Data Protection Regulation (commonly abbreviated as GDPR).

Any disclosure of your personal data shall be transmitted to employees and affiliates on a “need to know” basis. You recognize that KCELS may use your personal information for correspondence and communication purposes, to provide the Courses and Materials requested on the Learning Platform and to ensure the continuity of the Learning Platform.

KCELS invites you to consult KCELS’s Privacy Policy, as published on the Learning Platform, for further information regarding the collection, storage, usage and handling of personal data obtained from or in connection with the Learning Platform.

DISCLAIMERS AND WARRANTIES

The Learning Platform shall be provided “as is” and “as available”, without any warranties or guarantees of any kind. To the fullest extent permitted by law, KCELS disclaims all express, statutory or implied warranties.

The Learning Platform shall be provided without warranties of any kind, including warranties that express, statutory or implied. As such, KCELS shall not provide any of the following implied warranties with respect to the Learning Platform and the Courses and Materials provided thereon: implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are disclaimed. KCELS cannot guarantee the Learning Platform and the Courses and Materials provided thereon shall meet your needs or expectations.

You acknowledge that any communications and interactions held on the Internet are never fully secure. You recognize that there are certain risks associated with communicating and interacting on an Internet-dependent platform, such as the Learning Platform. Consequently, you agree that your usage of the Learning Platform shall be at your sole risk and expense.

LIMITED LIABILITY

You recognize that technical issues may arise when using the Learning Platform. Such issues may delay, suspend, cause freezing, cause bugs or other issues, terminate or completely prevent access to the Learning Platform. KCELS disclaims all liability for: (i) any issue affecting KCELS’s servers, including unauthorized access to personal data; (ii) any service interruptions, bugs or other issues affecting the Learning Platform; and (iii) a virus or other harmful component impairing the Learning Platform, or the device you used to access the Learning Platform. For purposes of these Terms of Service, harmful material shall include viruses, Trojan horses, keystroke loggers, spyware, adware or other programs and codes intended to harm or adversely affect computer software or hardware.

KCELS has implemented processes and procedures to ensure the continuity of the Learning Platform, however, KCELS shall not be responsible if any Courses and Materials are corrupt, contain a virus or do not function as advertised. You shall be solely responsible for ensuring that any information or content downloaded or obtained from the Learning Platform does not contain any virus or other harmful element. You therefore agree that KCELS shall not be liable in any way in case of any loss, damage or claim arising out of a corrupt file, virus or harmful component or software of any kind.

You agree to release, waive, discharge, and hold KCELS, its affiliates, shareholders, employees, agents, officers, directors and consultants harmless from any and all liability, claims, demands, actions, and causes of action of any nature arising out of or related to any loss, damage, or injury, disputes with a Professional or other claim that may be caused or otherwise incurred in connection with using the Learning Platform, or due to use or misuse of the Learning Platform.

To the fullest extent permitted by applicable laws, KCELS excludes full liability for any and all indirect, incidental, special or consequential damages, injuries, losses, property damages, claims, fees, costs or damages of any nature, however caused and under any theory of liability in connection with the Learning Platform and/or usage of the Learning Platform. Further, KCELS declines all liability for any claims, losses or damages arising out of any misuse or negligence of any user on the Learning Platform. The foregoing exclusions of liability shall apply regardless of whether the liability is based upon contractual matters, strict liability or another theory of law.

You acknowledge that KCELS’s role shall be limited to acting as an intermediary with respect to transactions involving students and Professionals. KCELS, by way of the Learning Platform, shall facilitate the provision of Courses and Materials as well as exchanges between students and Professionals.

Acknowledging KCELS’s role as an intermediary, you agree that KCELS shall not be liable for any erroneous, faulty, incomplete, damaging, incorrect or otherwise misleading Courses and Materials provided by Professionals. Further, KCELS shall not be responsible for any opinions, comments or advice provided by the Professionals. KCELS is unable to guarantee that all information provided by the Professionals in Courses and Materials is true and accurate. As an intermediary, KCELS cannot control the quality or the effectiveness of the advice, opinions and recommendations provided by the Professionals. Any views expressed by the Professionals shall be those of the Professionals, and shall not bind KCELS.

If you do not agree with these Terms of Service, even in part, your sole and primary recourse shall be to cease using the Learning Platform.

To the fullest extent permitted by applicable law, KCELS’s aggregate liability pursuant to these Terms of Service shall not exceed the sum paid by the affected user in the three (3) months preceding the event giving rise to the liability.

THIRD PARTY LINKS

The Learning Platform may provide links to third party websites or applications. The links to third party websites or applications provided on the Learning Platform shall for reference and convenience purposes only.

You agree that the KCELS shall not be responsible for the accuracy or the third party links, the availability of the third party links or any content provided under or as part of the third party links. Your use of the third party links shall be subject to the third party’s policies and specific terms, and not the present Terms of Service. You agree to use the third party links at your sole risk.

You acknowledge and agree that the inclusion of any links or profiles on the Learning Platform shall not imply KCELS’s endorsement or any association with such third party links. These constitute independent third parties to KCELS. The publication of the links, images, logos, and referrals on the Learning Platform shall not be interpreted as KCELS’s affiliation with the same.

INDEMNIFICATION

You agree to indemnify and hold KCELS, its agents, employees, officers, directors, contractors, and affiliates harmless from and against all losses, damages, liabilities, costs and expenses in connection with any claims, actions, proceedings, investigations, losses, fines, penalties, fees, charges, damages, or suits brought by a third party, arising out of (i) your usage of the Learning Platform; (ii) your negligence, recklessness or intentionally wrongful act(s), (iii) your violation, contravention or breach of any covenant, agreement or obligation in these Terms of Service; (iv) any incorrectness in any representation or warranty you made in connection with these Terms of Service; or and/or (v) your execution or non-performance of its obligations under these Terms of Service. Your indemnification obligations towards KCELS shall not apply in case of fraud or gross negligence committed by KCELS.

If KCELS shall, without fault on its part, be made a party to any litigation commenced by or against you, then you agree to protect, indemnify and hold KCELS harmless from all costs, expenses and reasonable legal fees incurred or paid by KCELS in connection with such litigation.

DISAGREEMENTS BETWEEN STUDENTS AND PROFESSIONALS

Considering students may interact with Professionals and enter into transactions using the Learning Platform, it is possible for a disagreement to arise between a student and a Professional. If this occurs, KCELS asks you to send a detailed email describing the disagreement and the desired outcome. All relevant details of the disagreement should be submitted to KCELS for purposes of review and handling. If necessary, KCELS may request that you provide additional information.

KCELS shall employ reasonable efforts to find a mutually-acceptable resolution of the disagreement based on the facts and each party’s rights and obligations as specified in these Terms of Service. Considering KCELS shall handle the disagreement, you agree not to submit the dispute to any court or arbitrator.

You acknowledge that KCELS shall use reasonable efforts to resolve the disagreement in a manner that accommodates both parties but KCELS is under no legal obligation to secure a resolution that satisfies both parties. Accordingly, any decision rendered by KCELS with respect to a disagreement between users shall be deemed final, and without appeal. As a result, you agree to fully release and discharge KCELS from all claims, losses, damages, liabilities, obligations, rights, remedies and causes of action of every nature, that you have, may have or had against KCELS arising out of the disagreement and the outcome of such dispute.

MISCELLANEOUS PROVISIONS

You are strictly prohibited from assigning any rights or obligations granted under these Terms of Service, except with KCELS’s prior explicit written consent. KCELS may assign its rights and obligations in these Terms of Service, without permission or restriction, provided that KCELS’s assignee assumes the entirety of KCELS’s obligations and liabilities hereunder.

The present Terms of Service, including any policy and document referred to herein, shall constitute the entire agreement between KCELS and you with respect to the subject matter contemplated in these Terms of Service. The latest version of these Terms of Service shall supersede all prior negotiations and agreements between KCELS and you regarding the subject matter hereof.

If KCELS does not insist upon the performance of any term in these Terms of Service, this shall not operate as a waiver of KCELS’s rights nor shall it relieve you of your obligations under these Terms of Service. Additionally, in the event that KCELS delays, suspends or fails to exercise any rights granted by these Terms of Service, this shall not operate as a waiver of KCELS’s rights.

If any provision or section in these Terms of Service is held to be unenforceable by law or a competent court, the provision or section shall be severed from the Terms of Service. The provision or section may be redrafted to preserve the original intention to the fullest extent permitted by law. Any severed or redrafted term or section shall not affect the remainder of these Terms of Service, which remain enforceable.

GOVERNING LAW

These Terms of Service, any claim under these Terms of Service, and/or any matters relating to the Learning Platform shall be governed by the laws in force in England and Wales, without regard to any conflict of law principles.

DISPUTE RESOLUTION

Except for those submitted to arbitration, Disputes shall be submitted to the exclusive jurisdiction of the competent courts located in the United Kingdom. You further waive any objection to jurisdiction or venue in any proceeding before said courts.

The following types of Disputes may be brought before the competent courts located in the United Kingdom: (i) any Dispute seeking an injunction or other type of equitable relief, or (ii) a Dispute to enforce the rights and obligations set forth in these Terms of Service. All Disputes relating to matters other than those specified in these Terms of Service shall be handled by negotiation, mediation and arbitration, as set forth in these Terms of Service.

Prior to undertaking any legal or arbitration proceedings, the parties shall make reasonable efforts to resolve all Disputes amicably. In good faith, you shall employ its best efforts, which shall be no less than commercially reasonable efforts, to resolve the Dispute with KCELS in an amicable manner.

In the event that the Dispute cannot be resolved amicably within thirty (30) days, the unresolved Dispute shall then be handled through mediation administered in accordance with the standards set forth by the International Chamber of Commerce. All mediation sessions shall be held in the United Kingdom. The language to be used in the mediation sessions shall be English. Each party to the mediation shall bear its own costs for the mediation sessions. Arbitration

Should such mediation prove unsuccessful in resolving the Dispute, the Dispute shall be referred to and finally resolved by binding arbitration. Should the unresolved Dispute be referred to arbitration, the arbitration shall be conducted under the Rules of the London Court of International Arbitration (the “LCIA”). The appointing authority shall be the LCIA. The standard LCIA Administrative Procedures and Schedule of Costs shall apply. The seat of the arbitration shall be in the United Kingdom. The language of the arbitral proceedings shall be English.

Each party shall bear its own costs and fees for participating in the arbitration. Such fees and costs shall include administrative costs and the fees payable to the arbitrator.

The arbitration proceedings shall be kept strictly confidential. The arbitrator shall be granted the required authority to award damages and relief, if needed, similarly to a court of law. The arbitration award shall be final and binding. The arbitration award shall be confirmed in writing.

You recognize that any violation of these Terms of Service or any breach of any section thereof may cause KCELS significant harm and damages, especially if such violation or breach relates to data security, intellectual property or unauthorized usage of the Learning Platform. Further, you acknowledge that monetary damages may not be a sufficient remedy for a breach or violation of these Terms of Service. KCELS shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

If any litigation or arbitration proceeding is commenced in connection with these Terms of Service, the prevailing party, as determined by the court or arbitrator, shall be entitled to claim all reasonable attorney fees, costs and necessary disbursements incurred in such action or proceeding.

You waive your right to a jury trial in any litigation or arbitration proceedings commenced in connection with these Terms of Service and the Learning Platform. You acknowledge that the arbitration proceedings shall be individual and shall not consist of class arbitration. All claims shall be brought in your individual capacity, and not as part of a class action or another party’s claim.

Any claim or Dispute relating to these Terms of Service or the Learning Platform shall be introduced within one (1) year of the event giving rise to the claim. Any claim or Dispute introduced after the one (1) year delay shall be barred.

EMAIL CORRESPONDENCE

You acknowledge and agree that KCELS may send emails regarding the Learning Platform and any matters contemplated under these Terms of Service. For such purposes, you may be asked to provide their current and valid email address. As such, any emails sent by KCELS to the email address you indicated shall be deemed properly transmitted and effective as per the Terms.

USER INQUIRIES

KCELS invites you to send questions, inquiries, and feedback regarding the Learning Platform or any matter contemplated under these Terms of Service. Upon KCELS’s receipt of your request or inquiry, KCELS shall perform the required verifications and investigations, if required. Once KCELS has collected the information available, KCELS shall provide you with information that is public, non-private and readily available.