Customer Agreement

This Customer Agreement (“Agreement”) contains the terms and conditions that govern your use of the Services (as defined below) and is an agreement between The Learn Centre (“we,” “us,” or “our”) and you or the entity you represent (“you”,” your”).
This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (“Effective Date”).
As you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

1. Use of the Services.
1.1 Use. You may use the Services in accordance with this Agreement. You will adhere to all laws, rules, and regulations applicable to your use of the Services, and with any reasonable instructions given by us in relation to the Services.
1.2 Your Account. To access the Services, you must have an account associated with a valid e-mail address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we are not responsible for unauthorized access to your account.

2. Changes.
2.1 To the Services. We may change the Services, or change or remove features or functionality of the Services from time to time. We will notify you of any material change to, or discontinuation of, the Services.

3. Data Protection

3.1 Personal Data.

(a) If We are processing and storing personal data on behalf of you, it will comply with all relevant laws.

(b) You hereby warrant that both you and all relevant individuals have given their express permission for us to process and store all personal data provided to our systems by you.

4. Your Responsibilities

4.1 Usage. You are solely responsible for the use of the Services, which includes but is not limited to:

(a) the upload of personal data and creation of accounts for users from your organization

(b) the use of assessment content provided by us

(c) the communication of and use of the results of the assessments

4.2 Prohibited activities. You will not:

(a) use the Services for any unlawful or illegal purpose or in any illegal or unlawful manner;
(b) use the Services in any manner that prevents others from using the Services (including “denial of service” attacks, or any other attempt to crash a Services host or network);
(c) violate the security or integrity of any network, computer or communications system, software application, or network or computing device involved in the Services;
(d) carry out any other action which may adversely affect the Services or their operation.

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6. Temporary Suspension of your Account

6.1 General Suspension. We may suspend your right to access or use any portion or all of the Services immediately upon notice to you if we believe that:

(a) your use of or registration for the Service Offerings (i) poses a security risk, (ii) may adversely impact the Services, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;
(b) use of your account is in breach of this Agreement;
(c) you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Our right to suspend your right to access or use the Service Offerings is in addition to our right to terminate this Agreement.

7. Term; Termination

7.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until the expiry date of your order, or until it is terminated by you or us in accordance with Section 7.2.
7.2 Termination.

(a) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause upon 30 days’ advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you if any act or omission by you results in a suspension described in Section 6.1, or if we determine use of the Services by you or our provision of any of the Services to you has become impractical for any legal or regulatory reason.

7.3. Effect of Termination.

(a) Upon any termination of this Agreement:

(i) all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the date of termination;
(iii) Sections 7, 8, 9,10,11, and 13.1 will continue to apply in accordance with their terms.
(b) Your data post-termination. We will store your data for 1 (one) Month following the termination date.

8. Proprietary Rights

8.1 Services License. We own and reserve all right, title, and interest in and to the Services, including all content included therein. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services and content solely in accordance with this Agreement. You obtain no rights under this Agreement from us to the Services, including any related intellectual property rights.
All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.

9. Data Processing

9.1 An intrinsic part of the service requires Us to store question and answer data. In addition to providing reporting services to You, We will also use this data for our purposes, but only in aggregated or anonymized format. These uses including but are not limited to i. monitoring the performance of specific questions to identify any that are not performing in line with expectations so that We can amend or change such questions ii. The development of benchmarking data on average performance of people taking the assessments, which We may provide to our customers

10. Definitions.

“Services” means the Learn Centre ACT assessment platform.