DEFINITIONS

1. “Affiliate(s)” shall mean any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with either Party, respectively, either currently or during the validity of these Terms.
2. “Documentation” shall mean any accompanying documents, content, data, user guides, online help, release notes, training materials provided by Conscience to Subscriber along with the Product.
3. “EULA” shall mean the End User License Agreement, which shall govern the Permitted User’s access to the Subscription.
4. “Evaluation” and its variants shall mean the evaluation of the Product, carried out by Subscriber, by deploying or using the Product in its environment i.e., Subscriber’s specific Host LMS instance, including a review and demonstration of the Product and testing the capabilities of the Product during the Evaluation Period.
5. “Evaluation Period” means the period of free Subscription to the Product for the Purpose, commencing from the Effective Date of these Terms and shall mean for such period as provided by Conscience from time to time at at its sole discretion.
6. “Host LMS” means the identified learning management system (with its version) for which the Product is designed by Conscience and subscribed to by Subscriber.
7. “Product” namely MyLearnerJourney, also abbreviated as MLJ (including all its components), means a (software-as-a-service) experience App for Learning designed and developed by Conscience as an extension for specific Host LMS and any other component(s) developed by Conscience forthe Purpose .
8. “Purpose” shall mean the ability for Permitted Users to evaluate the Product for its internal business use and for Subscriber to make a purchase decision of the Product by way of a subsequent subscription (paid version) of the Product, by or after the Evaluation Period.
9. “Subscriber Content” means all data and material uploaded by Subscriber in the Product for use in connection with the Services, including but not limited to any course content in Subscriber’s Host LMS which the Product uses for visualization and identified usage and analytical data for the Permitted User’s roles supported by the Product.
10. “Licensable Activity” shall mean any activity encompassed by any intellectual property rights and which, in the absence of a license would give rise to liability for infringement (or inducement of infringement or contributory infringement) of such intellectual property rights.
11. “Permitted User(s)” shall mean Client Manager, or any permitted employee or consultant, course creator or any permitted user such as students, faculty, teachers, staff, or any other authorized representative of Subscriber, either individually or collectively, who may access the Product and use the Subscription pursuant to Subscriber’s Subscription herein.
12. “Registration Form” shall mean any online, digital or physical form provided by Conscience that is filled in by Subscriber for the purpose of registration in order to provide relevant information and used by Conscience as part of onboarding Subscriber as a Permitted User under these Terms.
13. “Services” shall mean the internet accessible service offered by Conscience under which the Product hosted by Conscience on the cloud is made available to Subscriber as part of a free and beta trial of the Product.
14. “Subscription” means the use and access to the Product for the Purpose, during the Evaluation Period in accordance with these Terms.

GRANT OF LICENSE

1. Grant of License:
   In consideration of mutual synergies and covenants arising out of the Purpose, the adequacy and sufficiency of which is hereby acknowledged by both Parties, Conscience hereby grants to Subscriber during the Evaluation Period, a non-exclusive, non-transferable, revocable, non-sublicensable, limited Subscription for the Purpose. Subscriber understands and acknowledges that (i) at the end of the Evaluation Period, Subscriber’s access to the trial version of the Subscription shall automatically expire; and (ii) to continue the use and access to the Product, Subscriber shall have to enter into a separate agreement with Conscience to avail its full paid/commercial version. During this Evaluation Period, Conscience shall support Subscriber in using or testing the Product in such manner, including providing updates, bug fixes, builds, or error corrections, as Conscience deems fit and proper (collectively “Product Updates”). If Conscience, at its sole option, provides Product Updates to Subscriber, the Product Updates will be considered part of the Product, and subject to these Terms.

RESTRICTIONS

1. use the Product and Services to access, store, distribute, or transmit any material that is defamatory, inflammatory, harassing, or racially or ethnically offensive, unlawful, harmful, threatening, obscene, violent or infringing;
2. store, transmit, access or distribute any virus through the Product;
3. use any automated system, to access the Product and Services in a manner that sends more request messages to the Product and Services than a human can reasonably send in the same time period by using a conventional online web browser;
4. attempt to interfere with or compromise the integrity or security of the Product; and
5. use the Product and Services in a manner that is illegal or causes damage or injury to any person or property.

SUBSCRIBER’S OBLIGATIONS

1. Account Management:
   As a condition for availing the Subscription, the Permitted Users may be required to register with Conscience through Subscriber and select a password and enter his/her personal details and organizational details, including LMS details as is relevant for the use of the Product. This account management will be facilitated through the administrator (Client Manager) appointed by Subscriber. Subscriber acknowledges that each Permitted User is authorised by Subscriber to conduct the Evaluation on behalf of Subscriber and further agrees that the Permitted User may answer Conscience’s questions and participate in surveys conducted by Conscience from time to time during the Evaluation Period. Subscriber agrees that the Permitted User will support the execution of the Subscription in accordance with the instructions, steps and terms provided by the License in relation with the Product including but not limited to installation, support, upgrades and error evaluation. Subscriber further acknowledges that Conscience may contact any Permitted User by way of emails or telephone numbers provided by the Permitted User.
2. Compliance with Laws:
   Subscriber shall comply with applicable local, state, national and foreign laws in connection with its use of the Subscription, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Subscriber acknowledges that Conscience exercises no control over Subscriber Content transmitted by the Subscriber or the Permitted Users through the Product. Subscriber shall not upload, post, reproduce or distribute any information, Product or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
3. Unauthorized Use; False Information:
   Subscriber shall: (i) notify Conscience immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, (ii) report to Conscience immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by Subscriber or any Permitted Users, and (iii) not provide false identity information to gain access to the Product or use the Subscription.
4. Product Access:
   Once subscribed, Subscriber shall ensure that the Permitted Users abide by these Terms and the EULA at all times while accessing the Product and using the Services. Subscriber shall be solely responsible for the acts and omissions of its Permitted Users. Conscience shall not be liable for any loss of Subscriber Content caused directly or indirectly by the Permitted Users. The access provided to Subscriber is subject to Subscriber providing all the information required by Conscience and at the sole discretion of Conscience. Subscriber acknowledges that Subscriber does not get a license to use the Subscription automatically by filling up and submitting the Registration Form, and the same is subject to the Conscience’s explicit acceptance and approval. Conscience may monitor Subscriber’s and Permitted Users’ use of the Products and Services to ensure the quality of, and improve, the Products and Services, and verify Subscriber’s compliance with these Terms, and the Permitted User’s compliance with the EULA.
5. Subscriber Content:
   Subscriber is solely responsible for all Subscriber Content transmitted on the Product, and for ensuring that Subscriber Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third-party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Subscriber acknowledges and agrees that Conscience uses certain third-party tools for analytical purposes and may use Subscriber Content and track Subscriber’s usage of the Subscription for any purpose including but not limited to research, analytics, and to improve the Services.
6. Subscriber agrees that Subscriber shall not assert, or authorize, assist, or encourage any third-party to assert against Conscience any infringement or misappropriation of intellectual property rights related claim regarding the Product or the Services. Subscriber agrees that it will not, and will not allow any Permitted User to, use the Product to, directly or indirectly, develop or improve a similar or competing product or service in perpetuity.
7. Third-Party Licenses
   1. Depending on the Host LMS used by Subscriber, Subscriber agrees that the Host LMS may contain certain Host LMS licenses, third-party licenses or open-source software (“OSS”). The underlying Host LMS licenses, third-party licenses and OSS govern Subscriber’s use of the Host LMS and Subscriber agrees that it is solely responsible to comply with and ensure that its Permitted Users comply with the terms applicable to such Host LMS licenses, third-party licenses or OSS. Subscriber acknowledges that Conscience disclaims any and all responsibilities with respect to such Host LMS licenses, third-party licenses or open-source licenses.
      Conscience further acknowledges that the Product may include certain components, developed and owned by third parties, which are governed by third-party licenses or OSS. To the extent such components developed and owned by third parties or OSS are incorporated in the Product, the additional restrictions or limitaions applicable under such third-party licenses or OSS, which are not specifically mentioned in these Terms, will be applicable to Subscriber.
8. Subscriber:
   1. must ensure that it ends a Permitted User’s right to access and use the Product and the Services, if the Permitted User ceases its official relationship with Subscriber;
   2. must notify Conscience and Client Manager, in writing if there are any changes to any of Subscriber’s contact details (as applicable) ;
   3. shall procure that each Permitted User keeps secure and confidential any username and password provided to, or created by, that Permitted User for their use of the Product and the Services, and that they will not disclose such username and password to any third-party, including any other Permitted Users or persons within Subscriber’s organization, company or business;
   4. must use the Product and the Services in accordance with these Terms and be responsible for any acts and omissions in connection with the use of the Product or Services by its Permitted Users;
   5. must ensure that its network and systems, including its internet browser, complies with any relevant specifications provided by Conscience in writing (including e-mail) from time to time;
   6. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Product and the Services;
   7. must comply with all applicable laws and regulations with respect to its use of the Product and the Services and its activities under these Terms;
   8. is responsible for maintaining the confidentiality of its login details for its account and for any activities that occur under its account, including the activities of Permitted Users; and
   9. agrees that Conscience will not be responsible for any issue arising in Subscriber’s and/or the Permitted User’s use of the Product due to (i) any incompatible version of the Host LMS and/or its components, whether internal or external, (ii) any dependencies that Conscience may have on the Permitted User, (iii) the Permitted User’s browser including restrictions or issues, (iv) any internal or third-party application on the Permitted User’s device or accessed online which conflicts with the normal use of the Product.
   10. agrees and acknowledges that Subscriber’s use of the Product is dependent on the Host LMS and in this regard: (a) Subscriber shall be required to follow and adhere to all the requirements and instructions in relation to the Host LMS, as provided by the Host LMS, including, but not limited to installation and use of the Host LMS; and (b) any changes to the Host LMS, in the existing versions, as well as any subsequent versions, including its integration with and exposure to third party applications, such as the application programming interface (the “API”), will impact Subscriber’s use of the Product, in the existing versions, as well as any subsequent versions of the Product and the impact may vary from being inconsequential to the functionality of the Product, which may be capable of being fixed by Conscience, to disrupting the functionality of the Product in its entirety and in this regard, Subscriber shall be solely liable to ensure that it complies with the requirements in relation to the Host LMS.
9. Third-Party Website and/or Applications
   The Product may contain links to, or call the servers of, third-party websites and/or applications, data or services that are not under Conscience’ control, solely at the direction of and/or as a convenience to Subscriber (“Third-Party Sites”). As such, Conscience is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third-Party Sites. Access to and use of Third-Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at Subscriber’s risk. Subscriber agrees and acknowledges that Conscience shall not be responsible or liable for any loss or damage of any sort incurred as the result of Subscriber’s or the Permitted User’s dealings or interactions with third-party organisations and individuals through the Product. In the event that Subscriber or any Permitted User has a dispute with one or more third-party organisations or individuals, Subscriber hereby indemnifies Conscience, its officers, employees, agents and successors from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Product.

FEES

OWNERSHIP

FEEDBACK

REPRESENTATIONS AND WARRANTIES

1. Subscriber represents and warrants to Conscience that it has the legal right and authority to enter into and perform its obligations under these Terms. Subscriber represents and warrants that information and details shared in the Registration Form is true, accurate and correct and Subscriber will forthwith notify Conscience of any changes to the information and details shared in Registration Form. Subscriber represents and warrants that if there is any change in the Client Manager’s email address, the same shall be notified to Conscience, no later than ten (10) business days of such change. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of the Permitted User's account.
2. Subscriber hereby acknowledges and agrees that in accepting these Terms, Subscriber has had recourse to its own skill and judgment to check the applicability of the Product and to validate if the Subscription and Product are suitable for the task for which the Subscriber intends them to be used and has not relied on any representations made by Conscience or any of its employees or agents.

DISCLAIMER OF WARRANTIES

BUSINESS CLOSURE

INDEMNITY AND LIMITATION OF LIABILITY

1. That Subscriber assumes the entire risk as to the quality, results, performance and/or non-performance of the Product. Subscriber shall have the sole responsibility to adequately protect and backup Subscriber’s and the Permitted User’s data or equipment used in connection with the Product.
2. that in no event shall Conscience be liable for direct, indirect, consequential, special, incidental or punitive damages, including loss of use, profit, revenue or goodwill, whether based in contract, negligence or otherwise arising out of, resulting from or in any way relating to the use of or inability to use the Subscription by Subscriber; and
3. to indemnify and hold Conscience harmless from and against any and all claims, liabilities or expenses, including reasonable attorneys’ fees, arising out of or related to the use of the Subscription under these Terms or the Permitter User’s breach of the EULA.

CONFIDENTIALITY AND PROPRIETARY INFORMATION

TERM AND TERMINATION

PENALTIES AND DAMAGES

ASSIGNMENT AND DELEGATION

WAIVER

GOVERNING LAWS

INDEPENDENT CONTRACTORS

NOTICES

FORCE MAJEURE

PRIVACY POLICY

PUBLICITY

SEVERABILITY

SURVIVAL

ENTIRE AGREEMENT

ELECTRONIC RECORD

CHANGE IN TERMS