Agreement to be Bound by These Terms
By selecting the 'SIGNUP' button, you ("You" or "Your") agree to the Terms and Conditions, obligations, representations, warranties, and agreements included herein (the "Agreement"). You are not authorized to view or use any content, information, courseware, products, or services ("Services") published, available, or provided on UppTalk (the "Website"), which is owned, maintained, and monitored by UppTalk Private Limited ("Us", "We", or "Our"), unless and until You accept the Agreement.
Login Name and Password
By agreeing to the terms of this Agreement, you understand and agree that your login credentials ("Participant Account") are personal to you. Any unauthorized use of Your Participant Account, including but not limited to the transfer of Your Participant Account to another individual, will result in immediate termination of Your access to the Website, the Services, the Content, the Courseware, and the Agreement.
You acknowledge that You, and not the Program Administrator, are solely responsible for the security of Your Participant Account and any actions that occur under it. If at any time you become aware of, or have cause to suspect, that someone other than you have accessed Your Participant Account, you must immediately tell our Help and Support Team. You further undertake to take any and all practical measures to immediately cease any such unauthorized use, and to assist fully with any investigation conducted by We into such uses. Your failure to keep your Participant Account safe and secure, or the actions of a third party not under our control, are not grounds for any claim connected to the use or misuse of Your Participant Account.
1. Materials and Curriculum
We will provide you with access to our audio, video, written, graphic, recorded, photographic, and other machine-readable data and information ("Content and Courseware") related to the certification training course You have registered for on our website as part of the Services We provide through Our Website.
We may make changes to the Content and Course Materials at any time. If We decide to make such an alteration, modification, or update, we reserve the right to charge you a fee to have access to the updated Content and Courseware.
2. Accessing the Site and Making Use of the Services
Until the completion of the certification, training, course, that You have enrolled for, or the termination of this Agreement pursuant to the Terms and Conditions set forth herein, whichever is earlier, we grant you a personal, restricted, non-transferable, non-exclusive, and revocable license to use the Website, the Services, the Content and Courseware offered through the Website. Your usage of the Services, Content, and Courseware is restricted to completing the certification training course for which You have registered ("Restricted Purpose").
The Website, the Services, the Content, and the Courseware are provided to you for Restricted Purpose only, and you may use them online and download, save, or print them only for that purpose.
Without Our express written permission, you may not copy, republish, download, post, broadcast, transmit, distribute, sublicense, or otherwise make available any of the Content or Courseware for any purpose other than the Restricted Purpose.
3. Protection of Creative Work
You acknowledge and agree that We are the sole and exclusive owner of the Website, the Services, the Content, and the Courseware and are therefore vested with all Intellectual Property Rights and other proprietary rights in the Website, the Services, the Content, and the Courseware as set forth in this Agreement, and that You are only granted a limited and non-exclusive right to use the Website, the Services, the Content, and the Courseware for the Restricted Purpose.
You understand and agree that this Agreement does not transfer to You any right, title, or interest of a proprietary, or any other nature in the Website, the Services, or the Content and Courseware, other than the limited right to use the Website, the Services, and the Content and Courseware for the Restricted Purpose.
4. Using Participants' Private Information
We may use photographs, films, and other media including Your image for advertising and promotional purposes. In addition, we may use the information you provide to us to get in touch with you regarding our other certification programs. Except as required by law or as described in this policy, we will not sell, rent, or otherwise provide access to Your personal information to any third-party marketing database without first verifying the identity of such third party.
5. Constraint of Jurisdiction in Cases of Damages
By using this site, its services, its content, and its courseware, you acknowledge and accept that you do so at your own risk. We make no promise that the Website, the Services, or your access to the Content and Courseware will be timely, secure, or error-free; we also make no guarantee of any specific outcome based on your use of the Website, the Services, or the Content and Courseware; and we make no guarantee of any kind regarding the accuracy or reliability of any information obtained through the Website, the Services, or the Content and Courseware. We and any other party involved in making or distributing the Website, the Services, or the Content and Courseware disclaim all responsibility and liability for any damages, including but not limited to direct, indirect, incidental, special, or consequential damages, resulting from the use or inability to use the Website, the Services, or the Content and Courseware.
Any loss or damage that you incur as a result of any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records or any other material, whether for breach of contract, negligence, or under any other cause of action, is excluded from your remedy under this clause.
You agree that the risk of harm or injury from the above rests fully with each user, and that We are not liable for any defamatory, offensive, unlawful, or illegal activity by third parties, or other users of the Website, the Services, or the Content and Courseware.
In no event shall We or any of Our affiliates, directors, officers, employees, agents, or licensors be liable to you or anyone else for any damages (whether in contract, tort, or otherwise) arising out of or in any way related to the Services or the Content and Courseware, except for the amount you actually paid for the certification training course.
6. Duration and Cancellation
Subject to the terms and conditions of this Agreement, this Agreement shall become effective upon Your acceptance of the terms of this Agreement by clicking the "I ACCEPT" button, and shall remain in effect so long as You maintain a current, fully paid up, online Participant Account, or until terminated by Us.
In the event of Your misrepresentation, default, misconduct, or breach of Your obligations related to or under this Agreement ("Event of Default"), we reserve the right to terminate this Agreement and block Your access to the Content and Courseware with immediate effect by sending a written notice through email to You to this effect ("Immediate Termination Date"). In the event of an Event of Default, we will be entitled to pursue any and all remedies available to us under this Agreement, at law, and in equity to recover damages for any Loss or Claim caused by the Event of Default.
If this Agreement is ever terminated, clauses 4, 7, 8, and 11 will remain in effect.
You agree to indemnify and hold Us, our contractors, licensors, directors, officers, employees, and agents, harmless from and against any and all claims, losses, damages, liabilities, and expenses, including attorneys' fees, arising out of Your unauthorized use of the Website, the Services, the Content, and the Courseware, or any violation or breach of this Agreement or any provisions hereof.
No failure on the part of any party to exercise, and no delay in exercising, any right, remedy, power, or privilege herein shall act as a waiver thereof or of the exercise of any other right, remedy, power, or privilege. No waiver of any provision of this Agreement, and no consent to any violation, will be effective unless it is in writing and signed by the party making the waiver or consent. In the event that one party waives their rights or agrees to a breach, it does not provide permission for the same or any other violation in the future.
All other terms of the Contract shall remain in full force and effect, and this Contract shall be deemed to be reformed by replacing the invalid or unenforceable provision with a valid and enforceable provision that gives effect as closely as possible to the intentions of the parties as expressed by the contract is void provision.
10. Sovereignty and Guiding Law
This Agreement shall be governed by and construed in accordance with the Laws of New York, and the courts in New York shall have exclusive jurisdiction over any issue pertaining to, connected with, or arising out of this Agreement for Participants who are residents of the United States.
This Agreement shall be governed by, and construed in accordance with, the Laws of India, and the courts in Bangalore, India shall have exclusive jurisdiction over any matter relating to, in connection with, or arising out of this Agreement for Participants who are not residents of the United States of America.
11. Revision and Transfer
We may, at any time and without previous notice to You, revise or modify this Agreement in our sole discretion. If We decide to make changes to this Agreement, we will notify You by posting the updated version of the Agreement on the Website. You understand and agree that it is Your duty to check the Website often for updates and changes. If you continue to access or use the Website, the Services, the Content, or the Courseware after any revisions to this Agreement have been posted, you will be deemed to have accepted such revisions.
You may not delegate your duties or responsibilities under this Agreement to anyone else, and you alone will be responsible for any breach of this Agreement or any of its terms and conditions.
12. Comprehensive Pact