TERMS OF SERVICE FOR KNOVO

INTRODUCTION
1. Welcome to https://app.knovo.io, the interactive real-time learning platform operated by Knovo (as defined below) (the “Platform”).(“we”, “our” or “Knovo”) (the “Platform“).
2. This Terms of Service for the Platform (the “Agreement“) is a legal agreement between Knovo and an individual or the corporation, partnership, firm, joint venture, association, trust, unincorporated organisation, limited partnership, limited liability company or limited liability partnership, governmental body or other entity (“you” or “your” or the “User“) who subscribes to use the Platform. This Agreement includes and is supplemented by our Privacy Policy , Code of Conduct, Cancellation & Refunds Policy, and any other policies, bylaws or instructions that are imposed on you as a User.
3. If you are entering into this Agreement on behalf of a corporation, partnership or other legal entity as an Authorised User (as defined below), please ensure that you have the authority to bind the entity to these terms and conditions. References to “you” and “your” will refer and apply accordingly to that corporation, partnership or other legal entity that you represent.
4. You agree to use the Platform upon the terms and conditions set out in this Agreement.
5. By registering for an account on the Platform, you agree that you have read, understood, and agree to be bound by the terms of the Agreement, and are deemed to have accepted and executed this Agreement electronically, effectively on the date you register your account or click to accept this Agreement. If you do not agree to these terms, you must immediately discontinue your access to, or use of the website and services provided on the Platform.
6. For the purposes of this Agreement, Knovo and you shall collectively be the “Parties” and each a “Party” to this Agreement.
DEFINITIONS
These capitalised terms shall have the following meanings under this Agreement unless the context otherwise requires:

“Administrator” means the designated Authorised User of the Enterprise;

“Authorised Users” collectively means the authorised user(s) or such other authorised agents or representatives of the Enterprise, as may be notified by the Administrator to Knovo, and each an “Authorised User“;

“Business Day” means a day (excluding Saturdays, Sundays and public holidays in Singapore) on which banks are open for normal banking business in Singapore;

“Data” means any incoming and outgoing information or document (e.g. a letter, fax, invoice or sales order) submitted by you to Knovo via a secure internet connection for processing, delivery to a recipient and/or electronic archiving, including without limitation (a) general identification and contact information, (b) identification numbers issued by government agencies, (c) financial information and account details, (d) information about your business and operations, (e) data from your use of the Platform, (f) Personal Data and (g) any other data contained in the information or documents supplied by you;

“Enterprise Account” means an Enterprise’s account on the Platform that holds the balance of an Enterprise’s Knovo Credits;

“Enterprises” collectively means entities which provide Providers and run tuition, enrichment, workshops, seminars and any other classes through the Platform such as tuition centres, enrichment centres, vocational training schools, fitness centres and any variations thereof, and each an “Enterprise“;

“Force Majeure Events” includes but is not limited to (a) acts of God, floods, storm, earthquake, plague, natural disaster, extreme natural event, (b) war, fire, explosions, act of terrorism, civil unrest, (c) power failure or sabotage breakdown in communication, transport, information system or energy systems, (d) act of government or regulatory authorities including but not limited to compliance with any law and/or government orders and/or decrees, expropriation, seizure of works, requisition, nationalisation, and (e) labour disturbance such as boycott, strikes, or lock-outs;

“Knovo” / “we” / “our” means Knovo Pte. Ltd. and / or Mysavvytutor Pte. Ltd.;

“Person” means any individual, corporation, partnership, firm, joint venture, association, trust, unincorporated organisation, limited partnership, limited liability company or limited liability partnership, governmental body or other entity;

“Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which Knovohas or is likely to have access;

“Provider Account” means a Provider’s account on the Platform that holds the balance of the Provider’s Knovo Credits, including but not limited to an instructor wallet;

“Providers” means the Person from whom a Recipient receives products or Services from under a Third Party Agreement (if applicable) through the Platform, and each a “Provider“;

“Recipient Account” means a Recipient’s account on the Platform that holds the balance of the Recipient’s Knovo Credits, including but not limited to a learner wallet;

“Recipients” means the Person to whom products and Services are provided to through the Platform, and each a “Recipient“;

“Services” means the products and services that you purchase, order, receive or access as part of the services including but not limited to any tuition services, workshops, seminars and any other classes provided by the Providers and received by the Recipients hereunder delivered through the Platform;

“Term” means the duration or period during which you have an account on the Platform;

“Third Party Agreements” collectively means any agreement whether written or oral entered into between the User and each of its Recipients, Providers or Enterprises, as the case may be, for the provision or purchase of Services, and each a “Third Party Agreement“;

“User Interface” means the means by which you may access and use the Platform, including but not limited to https://app.knovo.io which shall be provided and updated by Knovo from time to time.
ACCESS TO OUR SERVICES
1. You expressly agree that you are deemed to be registered on the Platform upon Knovo’s receipt of your consent to this Agreement (your “Registration“).
2. By your Registration and/or use of the Platform and the Services, including but not limited to the use or provision of products and Services on the Platform, you, as a User, represent and warrant to and for our benefit, that during the Term, you:
  1. are above the age of 18. If you are under the age of 18 or the legal age for giving consent hereunder pursuant to the applicable laws in your country, you must get permission from a parent or legal guardian to use the Platform and that parent or legal guardian must agree to this Agreement;
  2. confirm that your entry into, exercise of your rights and/or performance of or compliance with your obligations under this Agreement and the transactions contemplated hereby do not and will not violate or conflict any law, regulation authorisation, directive or order (whether or not having the force of law) of which you are subject to, your constitutive documents (where applicable), or any agreement or arrangement to which you are a party or which is binding on you or your assets;
  3. confirm that the obligations herein are valid, binding and enforceable to you; and
  4. are aware that the Platform can be accessed from countries around the world and may contain references to services and content which are not available in your country, and you are residing in a jurisdiction where it is not prohibited by law to offer or use Knovo’s Services. It is your responsibility to ensure that you are legally allowed to use Knovo’s Services where you are located.
3. In addition, if you are an Enterprise, you also represent and warrant to and for our benefit, that during the Term, you:
  1. are duly incorporated and validly existing under the laws of your country of incorporation;
  2. have the corporate power to own your assets and to carry on your business as it is now being conducted;
  3. have the corporate power to enter into, perform your respective obligations under this Agreement; and
  4. have taken all necessary corporate action to authorise entry into this Agreement.
4. If any of the above set out in Clauses 3.2 and 3.3 are incorrect, you must not use the Platform.
5. You expressly agree to provide, transmit, upload, import and make accessible all necessary information or documents to Knovo for the purpose of, among others, activating the Services on the Platform, conducting background checks, fulfilling the on-boarding and know-your-customer requirements, where necessary.
6. You expressly agree that as a User, you are solely responsible for ensuring that your continued use and access to the Platform do not and will not violate any policies, bylaws or instructions that are imposed on the User, and that all communication or activities through the Platform shall be deemed to have been authorised. Knovo reserves the right to review all communication or activities through the Platform and to remove any undesirable materials at its sole discretion.
7. Upon your Registration, Knovo shall grant you a personal, revocable, non-transferrable, non-exclusive right of use of the Services.
8. You agree to use the Platform and any related services or content only for lawful purposes and in a way which does not infringe the rights of any Person or restrict or inhibit any Person’s use of the Platform.
9. User Accounts
  1. You must provide true, accurate, up-to-date and complete information in all fields indicated as mandatory when creating and updating an account.
  2. You agree to keep the information in your account current and shall promptly update your account with any changes to information in all fields indicated as mandatory.
  3. When registering an account, you must select a unique username and password. Knovo reserves the right to refuse giving you a username if it impersonates another Person’s name, or if Knovo feels it is otherwise inappropriate. It is your responsibility to choose your password wisely and Knovo is not responsible for any user impersonating you on the Platform.
  4. You are solely responsible for all activities that occur on or under your account. If you are the Administrator, you shall agree to ratify all acts done by such Authorised Users in the exercise or purported exercise of their respective powers, discretion and authority.
  5. For accounts affiliated with an Enterprise, until Knovo receives from the Administrator any written notification of the revocation of appointment of any Authorised User, Knovo shall be entitled to act on any instructions of such Authorised Users in respect of the use of the Platform and/or Services as contemplated under this Agreement and Knovo shall not be responsible for any unauthorised access to an Authorised Users’ account. If an Authorised User ceases to be authorised by the User to have access to our Platform for any reason, including by leaving the employment of the Enterprise, you must immediately provide the relevant notice of revocation or change in authorisation.
  6. For the avoidance of doubt, it is hereby expressly stipulated that an issued authorisation by us does not expire upon death or any loss of legal capacity of a User, but remains in effect until revoked in writing by you or the Administrator, irrespective of any other public announcements or entries in any register to the contrary. You therefore agree to provide the relevant notice of revocation or change in authorisation in a timely manner.
  7. You are responsible for ensuring that you keep your password safe and confidential. Knovo will assume that any use of the Platform made using your username and password is your use, and you shall be responsible for any such use. For the avoidance of doubt, Knovo shall not be required to investigate the authenticity or authority of the persons (whether from you or otherwise) using the Platform or the Services or to verify the accuracy and completeness of any instructions received from you in connection with the use of the Platform or the Services.
  8. If you become aware, have concerns, or believe that there is any improper use or disclosure of your username and password, please contact our Customer Service Manager at hello@knovo.io, so that a new username and password may be allocated to you. For the avoidance of doubt, Knovo shall not be liable for any loss or damage arising from unauthorised use of your password and your failure to comply with this Clause. Knovo reserves the right to disclose information about you and other Users in order to comply with any applicable laws and/or requests under the legal process to safeguard the interests of users.
10. In the event that you subscribe for additional features or services other than the Services expressly provided hereunder by Knovo, you agree to enter into a separate agreement with Knovo for the provision and payment of such features or services and/or to other suppliers.
11. For the purpose of providing the Services, Knovo may engage other third party service providers as Knovo deems necessary or appropriate, provided that you shall not be responsible or liable to pay for any of such third party service providers unless otherwise agreed.
CONDITIONS OF PROVISION OF THE SERVICES
1. Upon registration as User, you shall be subject to conduct consistent with our Code of Conduct. All Users shall not do the following:
  1. post, upload, transmit, display, circulate, publish or otherwise distribute unlawful or unauthorised communications (including but not limited to spam, promotions, marketing or advertisements) or content that is hate speech, discriminating, defamatory, malicious, unlawful, misleading, unethical, threatening, pornographic, indecent, sexual or obscene, incites violence, contains nudity or graphic or gratuitous violence, violates child pornography laws or that otherwise violates any child sexual exploitation laws, or is otherwise objectionable as determined by Knovo, on or through the Platform;
  2. upload or otherwise transmit viruses or other malicious codes, files, software, or programs on or through the Platform;
  3. use automated means, including but not limited to robots, crawlers, data mining tools, or the like to download data from the Platform or its related services, including any users’ content, information, or otherwise access the Platform;
  4. do anything that could disable, overburden, or impair the proper working or appearance of the Service or prevent other users from using the Platform;
  5. access (or attempt to gain unauthorised access) to the Platform or its computer systems by any means other than as permitted under this Agreement or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Platform and its services;
  6. intimidate, threaten or harass any user on the Platform, including but not limited to stalking and video or audio recording, photo-taking without the relevant user’s consent;
  7. use or display of vulgarities, obscenities and profanities; or
  8. use the Platform to harm minors in any way.
2. Knovo may change, suspend or discontinue any aspect of the Services at any time, including the availability of any feature, database or content. Knovo may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
3. Our terms relating to the availability and maintenance of the Platform are as follows:
  1. Knovo shall use commercially reasonable efforts to make the Services available, except for planned downtime and any unavailability caused by circumstances beyond Knovo’s reasonable control or expectation, including without limitation Force Majeure Events or internet service provider failures or delays.
  2. Knovo reserves the right to momentarily interrupt the Services for testing, traffic performance enhancement or maintenance purposes. Knovo shall schedule maintenance of its Platform to the extent practicable during non-peak usage hours.
  3. Knovo may, at its sole discretion, provide updates, additional features, functionalities and content to improve the Services at any time without notice. Knovo reserves the right to charge a fee or commission for the Services rendered through the Platform and/or under the User Interface.
  4. For the avoidance of doubt, Knovo shall not be liable for any direct or indirect losses or damages arising from an inability to access the User Interface and from any use of the User Interface which is beyond Knovo’s control. Knovo shall not be accountable for any indirect losses or damages suffered or incurred by you as a result of the access and/or use of the User Interface by you. This includes but is not limited to any loss of data or any loss or damage you may suffer or incur in connection with the use of the User Interface by you.
4. Knovo shall provide remote standard technical support to you from Monday through Friday from 8:00 a.m. to 5:00 p.m., Singapore Time (GMT+8), excluding public holidays, throughout the duration of the Agreement, subject to the support and maintenance policies provided by third party service providers. Technical support requests may be sent to hello@knovo.io. Knovo shall use commercially reasonable efforts to respond to you within 48 hours after receipt of any technical support requests.
5. We reserve the right to check whether a User is duly authorised to use a certain payment method, and may suspend our Services until such authorisation is confirmed.
6. All payments made on the Platform is final. All prices listed on the Platform shall be inclusive of goods and services tax (“GST”) (dependent on country of origin and where applicable).
7. We reserve the right to provide refunds in the form of store credits only for the same value.
8. For Providers and Enterprises, you shall ensure that you comply at all times with the Goods and Service Tax Act of Singapore (Cap. 117A), or the relevant act in the applicable jurisdiction. If you are a GST registered business, you are responsible for such taxes. You acknowledge and agree that we may deduct any fees or applicable taxes from any sums payable to you. Any amounts payable by us to you will be made pursuant to such payment terms as agreed from time to time.
SERVICES
1. You may choose to provide or receive Services through the Platform.
2. As a Recipient, you are solely responsible for your choice of Services provided by the Provider through the Platform. The content on the Platform is provided for your general information purpose.
3. Knovo shall not be liable for any direct or indirect loss or harm you may suffer or incur as a result of any Services you received from any Provider as a result of or on the basis of using the User Interface and/or the Platform or for any acts, omissions, errors or defaults of the Provider or Enterprise, or any other third party, except to the extent that may be provided by an agreement between you and Knovo (or its affiliated entities) only. The information and descriptions of the Services on the User Interface might not represent the entire descriptions of all the options and the terms and conditions of these Services.
4. Knovo is not affiliated with, has no control over, and assumes no responsibility for, the content provided, hyperlinks to third party websites, the representations, policies, practices of, certifications or accreditations provided or offered by, any Providers and/or Enterprises. In addition, during the use of the Platform or Service, you may be provided with or have access to hyperlinks to other websites or content on the Internet owned or operated by third parties (“Other Links”). Such Other Links are not under our control and Knovo is not liable for any or any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
5. By signing this Agreement, you acknowledge that you shall carefully review and read all related terms and conditions of any Third Party Agreement before entering into a separate agreement(s) directly with the Provider or Enterprise. You also acknowledge that any and all matters relating to the provision of Services save for the use of the Platform to perform the Services, shall be governed under the Third Party Agreement(s), and Knovo shall not be liable for any Services provided by any Provider or Enterprise.
6. During the use of the Service, you may enter into correspondence or transactions with the Providers through the Platform. Any such communication or agreement is strictly between you and the applicable Provider. Knovo shall have no liability or obligation towards any such communication or agreement between you and the Providers. Certain Providers may require your agreement to additional or different terms of use and privacy policies prior to your use of or access to such products or Services, and Knovo is not party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the Providers. You acknowledge that such additional or different terms of use and privacy policies may apply to your use of such Services. Knovo is not liable for any information that you provide to or authorise us to provide to a Provider, or for such Provider’s collection, use and disclosure of such information.
7. All Providers and Enterprises acknowledge that their listings may include text, descriptions, photos or other content relevant to the sale of the product. All prices are to be in Singapore dollars.
8. In the event of any disputes from Recipients or other Users, we will notify you of the dispute, and provide you with a reasonable opportunity to provide us with all reasonable information, assistance and co-operation required to resolve the dispute within a designated timeframe of Knovo’s sole discretion.
Knovo CREDITS
1. In using the credit service available on the Platform (“Knovo Credits“), you acknowledge that certain information may be transmitted to and stored with us and/or the system of a third party for the purposes of the Knovo Credits (“Third Party Provider“)(“Stored Information“), and the Stored Information may be used by us or such Third Party Provider. We shall not be responsible or liable to you or any third party for the use or misuse of any Stored Information by any third party.
2. If you violate any of the terms under this Agreement, or if we suspect fraudulent activity in relation to the Knovo Credits, we may block, restrict, suspend, disqualify or terminate your use of Knovo Credits at any time without notice. You agree that we will not be liable to you or any third party for any such restriction or suspension of your use of Knovo Credits.
3. We reserve the right to impose limits on Knovo Credits, including the amount of top up you may load at any one time, and the aggregate amount of Knovo Credits loaded over any time period. The maximum balance of Knovo Credits you may hold at any one time is 999 Knovo Credits.
4. You may only use the Knovo Credits to purchase Services through the Platform and each Provider agrees to accept Knovo Credits as payment or part payment by a Recipient for products and Services provided and offered on the Platform. Each time you use Knovo Credits, you authorise us to reduce the value available by the total amount of the transaction and where applicable, any other applicable fees. You can only make payments to the extent that you have sufficient balance for Knovo Credits to support the transactions. You will not be allowed to make purchases in excess of the account balance in relation to your Knovo Credits.
5. You are responsible for all transactions initiated and fees incurred using the Knovo Credits. Any payments made from your Knovo Credits will be deemed to be authorised by you. We will not be liable for any loss resulting from any claims of unauthorised use of your Knovo Credits under any circumstances.
6. You agree to notify us immediately of any unauthorised use of your Knovo Credits or any other breach of security which you have knowledge. Notwithstanding such notification, we will not be liable for any loss resulting from any claims of unauthorised use of your Knovo Credits under any circumstances.
7. Your Knovo Credits are not redeemable for cash and cannot be refunded except at our absolute discretion. They cannot be resold, exchanged or transferred for value under any circumstances. The Knovo Credits shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.
8. Your Knovo Credits in the Recipient Account will be forfeited after the closure of your Recipient Account.
9. All Knovo Credits in the Provider Account or Enterprise Account will be paid to a Provider or Enterprise within 30 days of the (i) closure of your Provider Account or Enterprise account or (ii) termination of any agreement between Knovo and the Provider or Enterprise, whichever is later, there is no breach of this Agreement or any other Agreement entered into between the Parties.
10. We reserve the right not to return you any disputed funds until such time as such dispute has been resolved.
11. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud, any other illegal activity checks, or checks for any breach of the Agreement, before authorising withdrawal of your funds for the Knovo Credits.
COLLECTION AND USE OF BUSINESS DATA
1. Knovo may collect Data from you during the course of providing the Services hereunder.
2. You hereby agree, consent to and authorise the collection, use or disclosure of your Personal Data, as the case may be, for the purposes as set out under our Privacy Policy.
3. Any information collected from you may be used for, among others, the following purposes: (a) to improve the Services, (b) to confirm your identity, (c) to properly administer the Services, (d) to communicate with you, (e) to handle requests for data access or correction, (f) to facilitate the on-boarding procedures of any Recipient, Provider or Enterprise, (g) for statistical research purposes, (h) for processing, storage, analysis purposes outside of Singapore, and (i) any other purpose in connection with the use of the Platform and the Services (the “Purposes“).
4. By using the Platform, you expressly acknowledge and consent to the collection, use, and disclosure of your Data by Knovo. Through the use of the Platform, your Data will, by nature of the provision of the Services, be provided by you and will be obtained by Knovo as a result. In such instances, it will be implied from your use of the Platform that you permit and are agreeable to the provision of such Data to Knovo for the Purposes. In the event that you are providing information or using the Services for and on behalf of another individual or company, you understand and shall ensure that such Data supplied to Knovo shall be accurate and complete, and that such individual or company authorises the collection, use and disclosure of their Data, and, is informed of and consents to the provisions hereunder.
5. You expressly grant Knovo the authorisation to disclose, access, collect, retain, use and release your Data to any Recipient, Provider or Enterprise (as applicable) in connection with the Services and/or for the purpose of, among others, activating the Services on the Platform, conducting background checks, fulfilling the on-boarding and know-your-customer requirements of the Provider and/or Enterprise.
6. Knovo shall have the right to (a) retain the Data collected from you on the Platform for no longer than necessary for the fulfilment of the Purposes, and (b) store your Data on any cloud platform maintained by third party service providers, subject to appropriate standards under the applicable laws. For the avoidance of doubt, Knovo shall not be liable for any direct or indirect loss or harm you or other Users may suffer or incur as a result of any acts, omissions, errors, defaults of such third party service providers. This includes but is not limited to any loss of data, opportunities or any loss or damage you may suffer or incur in connection with the cloud platform maintained by third party service providers.
7. Knovo shall have the right to aggregate your Data for the purposes of conducting internal research and statistical analysis. Any Data obtained for these purposes shall be anonymised in its entirety. Given the anonymity of the Data, unless otherwise required by law, no consent shall be obtained for the collection, use and/or disclosure of such anonymised Data by Knovo.
8. You agree that Knovo may transfer your Data to any member of Knovo’s group of companies or service providers located within or outside of Singapore in order to fulfil the Purposes, to operate the Platform, or for contractual, legal or business reasons, provided that the recipient provides a standard of protection to the transferred Personal Data that is comparable to the protection under the Singapore Personal Data Protection Act 2012 and consistent with our Privacy Policy.
9. Should you wish to (a) access the Data collected by Knovo about you (for which Knovo may charge an administrative fee), or (b) correct any information that Knovo holds about you, or (c) withdraw consent for the collection, use or disclosure of such Data by Knovo, you may contact our Customer Service Manager at hello@knovo.io to make a request.
10. Our Privacy Policy forms a part of this Agreement and all Personal Data will be handled in accordance with our Privacy Policy.
DURATION AND TERMINATION
1. Either Party to this Agreement shall have the right to terminate this Agreement by providing the other Party with a minimum of 30 days’ notice in writing.
2. Notwithstanding Clause 8.1, Knovo may terminate this Agreement with immediate effect by serving a written notice to you, if:
  1. you fail to pay any undisputed amount due under this Agreement on the due date for payment and remains in default for not less than 30 days after being notified in writing by the other Party to make such payment;
  2. you commit any material breach of any of the provisions of this Agreement or fail to remedy the same within 30 days after receipt of a written notice from Knovo giving full particulars of the material breach and requiring it to be remedied;
  3. you fail to comply with our Code of Conduct;
  4. you provide any false or incomplete information;
  5. you compromise the security of your account in any way;
  6. in Knovo’s opinion or any regulatory authority’s opinion, there is misconduct, including but not limited to negligence and/or fraud in connection with your use of our Services and access to the Platform;
  7. in Knovo’s opinion or any regulatory authority’s opinion, the provisions of such Services have been deemed illegal or not in the public interest to continue providing you with the Services for any reason whatsoever;
  8. you enter into liquidation whether compulsorily or voluntarily otherwise than for the purposes of amalgamation or reconstruction or compound with your creditors or have a receiver appointed in relation to all or any part of your assets, or where either Party or any of your members becomes bankrupt or insolvent or enters into any arrangement with your creditors or takes or suffers any similar actions in consequence of debt;
  9. you cease or threaten to cease to carry on your business or any substantial part thereof or if you dispose of or threaten to dispose of or any governmental or other authority expropriates or threatens to expropriate all or any substantial part of your business or assets; or
  10. you have anything analogous to any of the foregoing under the law of any jurisdiction occur in relation to you.
3. Upon termination of this Agreement for any reason:
  1. you shall within five Business Days pay all invoices of Knovo then outstanding under this Agreement (if any) and not disputed in good faith; and
  2. Knovo shall within five Business Days invoice you for all Services provided under this Agreement but not yet invoiced (if any) and you shall pay such invoice within a further five Business Days from the date of receipt of the invoice.
4. Upon termination of this Agreement, Knovo shall have no obligation to render any further services to you on the Platform.
5. The rights to terminate this Agreement shall be without prejudice to any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
6. Any termination or expiration of this Agreement shall not affect the accrued rights and obligations of the Parties nor shall it affect any provision which is expressly or by implication intended to come into force or continue in force on or after such termination or expiration.
INTELLECTUAL PROPERTY
1. By your Registration and/or use of the Platform and the Services, you represent and warrant to and for our benefit, that during the Term, you shall not do the following:
  1. plagiarise, use any misleading email or IP addresses, or deceptively fabricate, misrepresent, forge or manipulate headers or identifiers for the purposes of disguising the origin or source of any material, file or content transmitted to or through the Platform;
  2. post, upload, transmit, display, circulate, publish or otherwise distribute any content or use the Platform in a manner that infringes, violates, or misappropriates any third-party’s intellectual property rights or other proprietary rights, contractual rights or privacy rights;
  3. copy, modify, or distribute any text, graphics, files, material or content available through the Platform without the prior consent of the content providers; and
  4. facilitate or encourage any unlawful distribution of copyrighted content made available or provided to you through the Platform.
2. If you are uploading content or information onto the Platform, you shall take full responsibility to ensure that all information or documents provided, transmitted, uploaded, imported or made accessible by you on the Platform is true and accurate, and complies with our Code of Conduct and Privacy Policy. You warrant and represent that you are duly authorised to upload, submit, transmit or otherwise deal with all content, information and data provided by you through the Platform. Knovo expressly takes no responsibility towards any content uploaded by the Users on the Platform.
3. You expressly acknowledge that Knovo owns all present and future rights in and to trade secrets, patents, copyrights, registered and unregistered trademarks, design rights, unregistered designs, domain name, database rights and all other present and future intellectual property rights, and rights in the nature of intellectual property rights existing in or in relation to the Platform (“Intellectual Property Rights“) and that these shall, at all times be and remain the sole and exclusive property of Knovo.
4. Knovo grants you a limited, non-transferable licence to access and use the Platform for your personal or internal business purposes. If any Intellectual Property Rights vests in you, whether by operation of law or otherwise, and as far as the Service allows you to create or share content on the Platform or through the Services, you hereby assign to Knovo all rights, title and interests (whether legal or beneficial) in such Intellectual Property Rights throughout the world absolutely to the fullest extent possible, including any and all renewals and extensions of such Intellectual Property Rights. You unconditionally and irrevocably waive any and all moral rights you may have either now or in the future existing in or in relation to the Platform.
5. You agree to execute and do all such deeds, documents, acts and things as may be reasonably required in order to assign any Intellectual Property Rights to Knovo, to carry out the intended purpose of this Agreement, or to establish, perfect, preserve or enforce Knovo’s rights under this Agreement.
6. The names and the following logos:
  are trademarks used by or of Knovo, and your use of the Services does not grant you any right to use, copy, reproduce, distribute, sell, transmit, license or otherwise exploit these terms or any other trademark or trade dress of Knovo without express written permission from Knovo.
7. Except where expressly stated to the contrary, all persons (including their names and images), third party trademarks and images of third party products, services and/or locations featured on the Platform are in no way associated, linked or affiliated with Knovo. Any trademarks or names featured on the Platform are owned by the respective trademark owners.
8. Knovo takes copyright infringement very seriously. If you believe that any content on Knovo’s website or content shared through the Platform infringes on your Intellectual Property Rights, please contact us by sending an email, in English, to our Customer Service Manager at hello@knovo.io, containing the following:
  1. a description of the content you believe to be infringing;
  2. where Knovo can find the content on the Platform;
  3. the identity of the party you believe owns the copyright;
  4. a statement by you that the information in your notice is accurate and, under penalty of perjury, that, if applicable, you are the intellectual property owner or authorised to act on behalf of such owner; and
  5. your contact information, such as your address, telephone number, and email address. Please take independent legal advice in advance and confirm these requirements with your lawyer.
DISCLAIMER OF AND EXCLUSION OF REPRESENTATIONS, WARRANTIES AND LIABILITY
1. Knovo excludes all representations, warranties, conditions and terms express or implied by statute, common law or otherwise to the fullest extent permitted by law. Knovo accepts no liability for any special, indirect, incidental, consequential or economic loss howsoever caused arising out of or in connection with this Agreement.
2. You agree that your access to and use of the Services, and the content available through the Services is on an “as is”, “as available” basis. Knovo provides the Platform and Services in good faith but gives no warranty or representation that the content provided on the Platform is accurate, complete or up-to-date, including but not limited to, any representations or warranties of merchantability, fitness for a particular purpose, or representations or warranties against interference or infringement.
3. Knovo accepts no responsibility or liability for your use of the Platform and such use is entirely at your own risk. While Knovo takes reasonable precautions to prevent the existence of computer viruses and/or other malicious programs on the Platform, Knovo accepts no liability for them.
4. Information transmitted via the Platform will pass over public telecommunications networks, such as the internet. Knovo makes no representation or warranty that the operation of the Platform will be uninterrupted or error free and disclaims all liability in respect thereof. Knovo may communicate information to you or other Users via electronic mail, and makes no representation or warranty on behalf of the uninterrupted or error free operation of your electronic mail service, or any other third party, or that your email service will properly process our communications.
5. The Services may be subject to delays, cancellations and other disruptions. Knovo makes no warranty, representation or condition with respect to the Services, including but not limited to, the quality, effectiveness, reputation and other characteristics of the Services.
6. The content on the Platform does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. No advice or information, whether oral or written, obtained from Knovo or through the User Interface or Platform will create any warranty not expressly made herein. You agree that your use of the Platform is at your sole risk.
7. Any content downloaded from or otherwise accessed on the Platform and/or through the User Interface is accessed at your own risk, and you shall be solely responsible for any damage to your property, including but not limited to, your computer system and any device you use to access the Platform through the User Interface, or any other loss that results from accessing such content.
8. Knovo reserves the right to suspend your use of the Platform at any time for operational, regulatory, legal or other reasons. Knovo may terminate your use of the Platform with immediate effect if you breach any terms in the Agreement.
9. Knovo shall have no liability to you for any breach of the terms in the Agreement caused by any event or circumstances beyond our reasonable control including but not limited to Force Majeure Events.
10. Under no circumstances, including but not limited to, negligence, shall Knovo or its affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, the Platform, unauthorised access to or alteration of your transmissions or data, the Platform, or any errors or omissions on the Platform, even if advised on the possibility of such damages. You specifically acknowledge and agree that Knovo is not liable for any conduct of any User.
11. Additionally, the Platform may contain links to other websites, applications and/or services from third parties. Knovo accepts no responsibility or liability for any material supplied by or contained on any third party websites which is linked from or to this Platform, or any use of personal data by such third party. Any dealings you have with any third party advertisers or sponsors are solely between you and such advertiser or sponsor. Knovo has no control over such third party service or content providers, and does not endorse and is not responsible for any content, accuracy, quality, products or other materials on or available from such external services.
12. Knovo shall not in any event be liable to you or any third party for any indirect, incidental, consequential, special or exemplary damages, including but not limited to any loss of profits, revenues, business opportunities or for loss of income, bargain, revenue, contracts, goodwill, use, reputation, anticipated savings, enjoyment, time, data, or electronically transmitted information or damages or costs due to loss of production or use, business interruption, procurement of substitute goods or services, or property damage or emotional distress, whether or not Knovo has been advised of the possibility of such damages, arising out of or in connection with this Agreement and/or the use of the Platform, to the extent permitted by law.
13. In the event any limitation or provision contained in the Agreement is held to be invalid for any reason, Knovo’s total liability (whether in contract, tort, negligence or on any other basis) to you, for any loss or damage shall be limited to the sums paid by you to Knovo for the Services.
INDEMNIFICATION
You agree, at your own expense, to indemnify, defend and hold harmless Knovo and its agents, officers, employees, representatives, successors and assigns from and against any and all claims, damages, liabilities, costs, and expenses in connection to or arising from your use (or purported use) of the Service and/or of the Platform and Knovo’s rights under this Agreement including, but not limited to the following:
1. any violation by you of any provision of this Agreement;
2. any violation by you of any provision of the Code of Conduct;
3. any violation of laws;
4. any viruses, worms, trojan horses or any contaminating or destructive creatures which has been introduced by you;
5. any misconduct, including but not limited to negligence and fraud in connection with your use of our Services and access to the Platform; and
6. any claim by any third party against Knovo for wrongdoing including willful misconduct and gross negligence by you arising from the use of the Platform.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangement of any nature, whether or not in writing, between the Parties in relation to the subject matter of this Agreement.
AMENDMENTS
This Agreement is subject to review from time to time. Knovo reserves the right to amend, add, delete, replace or supplement any of this Agreement at any time and Knovo may keep you informed on any changes made to this Agreement from time to time. Your continued use of the Platform after the Agreement has been amended or supplemented from time to time, will be deemed to constitute your acceptance of the amended Agreement.
NO WAIVER
No delay, act or omission by either Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
ASSIGNMENT AND TRANSFER
Knovo may assign or transfer any of Knovo’s rights under this Agreement to any Person. You shall not assign or transfer your rights or obligations under this Agreement without Knovo’s prior written consent.
RIGHTS OF THIRD PARTIES
A Person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any term of this Agreement.
ILLEGALITY
The provisions of this Agreement shall be severable and if any provision or part thereof of this Agreement shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any other provision hereof or the enforceability or validity of that or any other provision.
SUCCESSION
This Agreement will bind and benefit each Party’s successors and personal representatives.
CONFLICTS
In the event of any conflict, dispute or discrepancy between the terms under this Agreement and any Third Party Agreements, the terms under this Agreement shall prevail.
GOVERNING LAW AND JURISDICTION
1. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
2. Each Party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction in relation to any claim, dispute or difference arising from or relating to this Agreement or any matter arising therefrom and each Party irrevocably waives any right that it may have to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.

CODE OF CONDUCT FOR KNOVO

All users of the Platform, are expected to act lawfully, honestly and ethically. Our Code of Conduct sets out the standards that our users and partners must adhere to as part of the Knovo community. Your compliance with the Code of Conduct is a contractual obligation under our Terms of Service.

Knovo is committed to providing an enjoyable and safe learning experience and environment for all. We have created the Code of Conduct in the best interests of the Knovo community, such that our users and partners are protected, and our services and systems are not abused. Knovo upholds a zero-tolerance policy towards any non-compliance with the Code of Conduct. Any instance of non-compliance may be reported to us in good faith at any time. Where law enforcement is involved, we will work closely and cooperate with their investigations to prosecute offenders. Any non-compliance with the Code of Conduct may result in the immediate termination of user access to the Platform.

Compliance with Laws, Rules and Regulations
1. You will use the Platform in accordance with prevailing laws, rules and regulations.
No Misuse or Abuse of the Platform
1. Do not post, upload, transmit, display, circulate, publish or otherwise distribute unlawful or unauthorised communications (including but not limited to spam, promotions, marketing or advertisements) or content that is hate speech, discriminating, defamatory, malicious, unlawful, misleading, unethical, threatening, pornographic, indecent, sexual or obscene; incites violence; contains nudity or graphic or gratuitous violence; violates child pornography laws or that otherwise violates any child sexual exploitation laws; or is otherwise objectionable as determined by Knovo, on or through the Platform.
2. Do not upload or otherwise transmit viruses or other malicious codes, files, software, or programs on or through the Platform.
3. Do not use automated means, including but not limited to robots, crawlers, data mining tools, or the like to download data from the Platform or its related services, including any users’ content, information, or otherwise access the Platform.
4. Do not do anything that could disable, overburden, or impair the proper working or appearance of the Service or prevent other users from using the Platform.
5. Do not access (or attempt to gain unauthorized access) to the Platform or its computer systems by any means other than as permitted in the Terms of Service or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Platform and its services.
6. Do not use the Platform to harm minors in any way.
Respect for Other Users
1. No Violation of Privacy
  All Personal Data will be handled in accordance with our Privacy Policy and the Singapore Personal Data Protection Act 2012. Unauthorised collection, use or disclosure of Personal Data of our users by any means is strictly prohibited. “Personal Data” means data, whether true or not, about an individual who can be identified from that data.
2. No Abuse, Bullying or Unauthorised Recording
  You will not intimidate, threaten or harass any user on the Platform, including but not limited to stalking and video or audio recording, photo-taking without the relevant user’s consent.
3. Be Polite
  Be polite to and respectful of fellow users at all times. The use or display of vulgarities, obscenities and profanities will not be tolerated.
4. Be Punctual
  Please be punctual for class.
No Discrimination
1. You shall not refuse to provide or patronise services or make derogatory comments about our users based on their race, religion, nationality, disability, sexual orientation, gender or gender identity, age or any other characteristic.
No Infringement of Intellectual Property Rights
1. Do not plagiarise, use any misleading email or IP addresses, or deceptively fabricate, misrepresent, forge or manipulate headers or identifiers for the purposes of disguising the origin or source of any material, file or content transmitted to or through the Platform.
2. Do not post, upload, transmit, display, circulate, publish or otherwise distribute any content or use the Platform in a manner that infringes, violates, or misappropriates any third-party’s intellectual property rights or other proprietary rights, contractual rights or privacy rights.
3. Do not copy, modify, or distribute any text, graphics, files, material or content available through the Platform without the prior consent of the content providers.
4. Do not facilitate or encourage any unlawful distribution of copyrighted content made available or provided to you through the Platform.
No Impersonation
1. Do not impersonate a user, a Knovo employee, or any other person, or falsely communicate or otherwise misrepresent your affiliation with any person or entity.
2. Do not collect, solicit or otherwise obtain login information or access any account belonging to someone else.
No Falsification of Credentials
1. Do not misrepresent or falsify your qualifications, credentials, or experience to Knovo and the Knovo community.
Responsibility
1. You are solely responsible for the security of your Knovo account and for all activities that occur under your account. Please ensure that your password is protected at all times.

COMPLAINTS PROCEDURE

To provide a fair and reasonable complaints procedure, any complaints, including complaints about the violation of our Code of Conduct, must be submitted to our Customer Service Manager at hello@knovo.io within 48 hours from the class in question or the alleged violation. We reserve the right not to process complaints received 48 hours after the class in question or the alleged violation. Following receipt of a complaint, we will:

Acknowledge your complaint via e-mail within 5 business days (“Acknowledgement E-mail”) and conduct a full investigation.
We may contact you by phone for more details and in writing if your complaint is complex and requires a longer time to investigate.
Keep a record of your complaint and all related correspondences.
Provide a final response with our decisions and reasons for actions within 15 business days of the Acknowledgement E-mail.