MagniLearn Learning Technologies™ Platform – Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OUR PLATFORM

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1. About

MagniLearn Ltd., a company organized under the laws of the State of Israel (“MagniLearn”; “we”; “us” and/or “our”), provides you with our education-as-a-service platform that provides a hybrid, efficient English language learning platform based on flexible content and lessons, teaching and guiding students to the highest level of English proficiency. (the “Platform”), under these Terms and Conditions (this “Agreement”). The Platform may be branded as “MagniLearn”, and represent itself in platform stores, web pages or other places under this brand or other brands. The Platform may be offered directly by us, or by our, customers, partners, or affiliates.

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2. Binding Contract and Acceptance of Terms

This Agreement constitutes a binding contract on you as an End User of the Platform (“you” and/or “your”) and governs your use of and access to the Platform by you, whether in connection with a paid or free access or use of the Platform.

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General Acceptance. By accessing or using the Platform and/or by clicking the “User Agree” button, you unconditionally agree to follow and be bound by this Agreement and our Privacy Policy. If you do not agree to be bound by and comply with all the terms thereof, you may not access or use our Platform.

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Entity. If you are using the Platform on behalf of an Entity (other than as a Professional), you are agreeing to this Agreement for that Entity and representing that you have the authority to bind such Entity to this Agreement, in which case the terms “you,” “your” and/or “End User” shall refer to such Entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Platform. The exception to this is if such Entity has a separate written agreement and /or any purchase order, with us covering the access and use of the Platform (“Specific Agreement”), in which case the Specific Agreement shall govern where a provision in this Agreement conflicts a provision in the Specific Agreement. Where a provision in this Agreement is not mentioned in the Specific Agreement, does not derogate from the Entity’s rights therein and is required to provide the Platform by its nature, such provision shall be considered as complementary to the Specific Agreement and is hereby incorporate therein. Entity represents and warrants that: (a) it has full right and authority to enter into this Agreement and to perform its obligations hereunder; (b) all requisite corporate action has been taken to authorize the execution and performance of this Agreement; (c) neither the execution nor the performance of the obligations under this Agreement will result in any violation of any statute, regulation or judicial decree, or cause Entity to breach any contractual commitment by which it is bound; and (d) this Agreement constitutes its valid and binding obligation, enforceable against Entity in accordance with its terms.

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Students.  Following an Entity’s or a teacher or professional’s (each a “Professional”) instruction, the Platform may be accessed, used or made available for the benefit of a Student; provided that the Student’s parents or guardians provide the Entity with their consent to use the Platform, accept this Agreement and our Privacy Policy and sign a specific consent for the collection and use of the Student’s information and Personal Data. If you discover that a Student has been accessing or using the Platform without the necessary consent, or that someone has been using the Platform for, or on behalf of a Student without the necessary consent, please promptly contact us at: support@MagniLearn.com.

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3. Definitions

“Applicable Data Protection Laws” means all laws and regulations relating to personal data, privacy or databases, that are applicable to the parties in connection with this Agreement. 

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“Confidential Information” shall mean information provided by the disclosing Party (“Disclosing Party”) to the other Party (“Recipient”), pursuant to this Agreement, or in anticipation hereof, which is marked “Confidential” when disclosed or would otherwise reasonably be expected to be treated as confidential by the Disclosing Party. For purposes of this Agreement, Confidential Information shall not include any information: (a) which is known to the Recipient prior to the disclosure by the Disclosing Party or is generally available to the public, (b) which Recipient lawfully had in its possession prior to the Effective Date of this Agreement or any underlying confidentiality agreement between the Parties, or (c) which, hereafter, through no act on the part of the Recipient, becomes information generally available to the public.

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“Entity” means any customer of us who entered in an agreement other written or electronic agreement, which includes access to and use of the Platform, and is a company, organization or another legal entity (e.g. individual school, school board, school district, cooperation of school districts, education service center, or local education agency).

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“End User” means any user of the Platform. End User may refer to a Professional, Entity (including its authorized personnel), Student, Student’s parent or guardian, and any other user of the Platform.

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“Privacy Policy” means our privacy policy available at Privacy Policy, and incorporated into this Agreement.

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“Professional” means licensed or professional person, including supervisor, who is qualified and/or certified and/or authorized by applicable laws and regulations to provide special education services for minors (such as speech-language pathologists and dyslexia interventionists), and who provides, or supervises those who provide, such services to Student, through the Platform.

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“SaaS Service Level Agreement” means our service level agreement for the Platform available at https://www.MagniLearn.com/saas-service-level-agreement/ and incorporated into this Agreement.

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“Student” means a person (including a child under the age of 13) who is treated through the Platform under the responsibility of an Entity.

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“Third-Party Component” means any run time or other elements owned and licensed to End User by a third party (other than open-source code or elements) which may be embedded in the Platform.

“Third-Party Software” means additional or accompanying software owned or licensed by a third party (such as Google Chrome, but not any open source code or elements) that may be specified in the Platform, its related documentation and/or our Website.

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“Website” means our website available at:  www.MagniLearn.com.

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4. The Platform

4.1.  General. The Platform is intended to be used as a tool for providing an efficient English language learning platform based on flexible content and lessons, teaching and guiding students to the highest level of English proficiency. The Platform measures the parameters it was designed to measure, which are merely general qualities of various education conditions, and do not necessarily correlate to formal assessments. You should not and must not rely on the Platform as your primary tool for determining capabilities of yourself, the Student or your clients.

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4.2.  Notifications and Session Scheduling. In the future, the Platform may be able to schedule sessions and send reminders and notifications to your email or cellphone, as such may be provided by you, an Entity or a Professional.

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4.3.  Recordings. Recordings made through or in connection with the Platform or services, may include recordings of your speech, selective video and/or audio segments, and responses. These recordings are uploaded to our cloud-based repository and/or our databases. We may use the recordings for purposes of manual and automatic analysis within our facilities and IT systems and/or by qualified professionals, as applicable. We may also use the recordings for promoting its concepts without providing personally identifiable information about you. The content of the recordings is fully at your discretion. We do not filter the content. Note that when you speak while the Platform is in use, all voice in your environment may be recorded and shared with us.

 

4.4.   Administrative and Aggregated Data. The Platform enables Professionals and authorized personnel of Entities to access and use aggregated and administrative data, for analysis, supervisory and managing activities.

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4.5.  Changes and Future Development or Disabling of Features and Modules. We may change and/or develop additional features and modules and/or decide to disable immaterial features or modules at our sole discretion and without prior notification; in which case this Agreement will apply thereto. In no event shall we be liable for changing and/or disabling immaterial features or modules. The End User must consider such changes when accessing or using the Platform.

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4.6.  Accounts. Using the Platform may require initial registration and information uploading. You may be asked to provide us, directly or through an Entity, your contact details, details of the Entity, Students, Professionals and/or authorized personnel, and any other information that is required for us to provide the Platform. You declare that you are authorized to provide this information.

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Protect your account. You must protect any access to your account and keep your password personal and secure. Do not share your account or login information with any third party, nor let any third party access your account. You are fully and solely responsible for maintaining the confidentiality of the login information for your account, mobile device and all activity on your account, even if such activities were not committed by you. You agree to immediately notify us of any unauthorized use of your account. We may terminate your account if you let someone use your account or if you or anyone using your account violates this Agreement. We will not be liable for any losses or damage arising from such unauthorized use of the Platform and/or in breach of this Agreement, and you agree to indemnify and hold us harmless for any improper or illegal use of the Platform and/or breach of this Agreement.

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Terms of Registration and Termination of Account. We may change the method of registration and/or account log-in at our discretion. We may also refuse to allow any End User to open an account, limit the use, disable, suspend, and delete an account for any reason, in our sole discretion and without notifying you. Grounds for this may include: (i) extended periods of inactivity, (ii) violation of the letter or spirit of this Agreement, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties and the community ethos of our Platform or our business interests, (v) you are not authorized or eligible to use or access the Platform, or (vi) your right to use and access the Platform has ceased. If we terminate your account, you may not register for the Platform again without our express written permission. If you believe that any action has been taken against your account in error, please contact us. You may request termination of your account at any time and for any reason by sending us an e-mail expressly requesting such to the following address: support@MagniLearnlearning.com. Any suspension or termination of your account shall not affect your obligations under this Agreement (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), including all those obligations, which by their nature are intended to survive the suspension or termination of your account.

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4.7. Technical Requirements. The Platform will be provided to you online. To reach, access and use the Platform as intended, you must have compatible devices, access to the internet and data services, and certain necessary software as per our minimum requirements available at https://www.magnilearn.com/. Fees and charges may apply to your use of the internet or mobile services, and you may be required to purchase hardware or software to enable your devices to access the Platform. You agree that you are responsible for meeting these requirements and for your use of the internet, any associated fees, charges or expenses.

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We do not warrant or guarantee that the Platform will function fully on your device or be compatible with the hardware or software on any particular device. Information will be transmitted over a medium that will be beyond our control and jurisdiction; multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Platform. The Platform will not function properly if your device is broken or powered off, if the Platform is not enabled or if any hardware or software on your device prevents the Platform from operating as intended. The maintenance of your device is your responsibility and we are not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail due to technical problems or traffic congestion on the internet, including any injury or damage to users or to any person’s mobile device or computer related to or resulting from participation, access or use of the Platform.

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4.8. Support. We will provide you with the applicable support as described in our SAAS Service Level Agreement.

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5. End User Responsibility

5.1. General End User Responsibility. By accessing and using the Platform, you represent and warrant that (a) any and all information you submit is truthful, up-to-date and accurate, and that you have all necessary permission to submit or otherwise make available such information; (b) you will maintain the accuracy of such information; and (c) your access to and use of the Platform will comply with and does not violate any applicable law, regulation, order or guideline.  You will be responsible for any inaccuracies in the information you provide us, or for your failure to keep such information up to date.

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You further agree that you will not: (a) reproduce, duplicate, copy, sell, resell, or exploit the Platform, its content, its software or any portion of any of the foregoing; (b) solicit another person’s password or personal information under false pretenses; (c) impersonate another person or entity or otherwise misrepresent your affiliation with a person or entity, and/or use or access another End User’s account or password without permission; (d) violate the legal rights of others, including defaming, abuse, stalking or threatening users; (e) infringe the intellectual property rights, privacy rights, or moral rights of any third party; (f) post or transmit any content that is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, unauthorized, libelous, defamatory, obscene, offensive (including material promoting or glorifying hate, violence, or bigotry or otherwise inappropriate to the community ethos of the Platform), or furthers any such activities, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (g) publish falsehoods or misrepresentations, including with respect to any medical or health information; and (h)  interfere or attempt to interfere with the proper working of the Platform or to disrupt the operations or violate the security of the Platform. Violations of system or network operation or security will result in civil or criminal liability. We will investigate possible occurrences of such violations, and we may involve and cooperate with law enforcement authorities in prosecuting anyone involved with such violations.

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5.2.  Entity Responsibility. Entity further agrees to:(a) create End User accounts for its personnel, Professionals, Students and any other End User which Entity is responsible for and/or timely provide us the information required to create such End User accounts  and any other information required by us to perform our responsibilities; ensure such information is up-to-date, true and accurate; and de-activate accounts when an End User no longer requires  access to or use of the Platform; we rely on Entity that any End User identified is authorized to access and use the Platform and all necessary notifications (public or others), approvals and consents, in writing (if required), have been obtained prior to the use of the Platform, including without limitation the consent of parents or guardians of Students to receive the treatment through the Platform and to the use, processing, and disclosure of End User information according to the Purpose as defined in our Privacy Policy (i.e., research etc.), in accordance with any Applicable Data Protection Laws and this Agreement), and we will not be liable for any unauthorized access or use of the Platform to the extent caused by Entity’s failure to comply herewith. Following our request, Entity shall provide Us any documents and or evidence regarding such notification, approval and / or consent; (b) make the Platform accessible and meet the requirements described under “Technical Requirements” within its facilities and/or to all End Users, maintain such access and requirements and provide contact details for person who will be responsible therefor; (c) assist and cooperate with enforcement of this Agreement and in complying with any applicable laws and regulations (d) ensure all Entity Professionals and authorized users of Entity perform training on use of the Platform; (e)  ensure  any person or entity on its behalf, including Professionals under Entity’s responsibility, comply with all their obligations hereunder; (f) have in place proper safety policies, procedures  and  insurance that cover any damages relating to its access or use of the Platform within its facilities and/or by any End User for which Entity is responsible; and (g) obtain and cause to remain in effect, such licenses, permits, authorizations and certifications, as may be required for the performance of its obligations hereunder, at its own cost and expense.

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5.3.  Professional Responsibility. As a Professional providing services using the Platform, you further represent and warrant that: (a) you have, and shall maintain throughout the provision of such services, the right and authority to provide services, and specifically education-related services, using the Platform; at our request, you shall provide us evidence thereof;  (b) you may have the right and authority to register Students as users in the Platform; (c) by connecting Students of your services with an Entity, you allow other persons who are associated with said Entity to view the details, which may including personal, health-related and education-related details, of the Student. You have the right and authority to make such connection and disclosure of the information(d) you will be liable for any Notes you make; and (e) you will assist and cooperate with enforcement of this Agreement and in complying with any applicable laws and regulations.

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5.4.  Further Assurances.  You agree to execute and deliver any and all such other and additional instruments and documents and do any and all such other acts and things as may be necessary or expedient to effectuate more fully this Agreement and to carry out the business contemplated by this Agreement.

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6. Right to Use

The Platform is made available for your use and is not sold to you. Subject to your compliance with the terms and conditions of this Agreement and payment of an applicable fee where consideration is made for use and access to the Platform: (a) we hereby grant to you a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable and non-perpetual right to access and use our Platform, and any user guides, specifications or related documentation (the “Documentation”), subject to the terms and conditions of this Agreement (“Right to Use”). This Right to Use is only for your personal and non-commercial use and only for the Term; and (b) you are granted permission to integrate your systems into the Platform, subject to our prior specific consent and authorization.

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Under the above Right to Use, except as and only to the extent any of the following restrictions are prohibited by applicable law or any of the restricted activities are permitted by the licensing terms of any open-sourced or Third-Party Components incorporated into the Platform, you may not: (a) lend, rent, lease, sell, redistribute, assign, sublicense or otherwise transfer the Platform or the Right to Use; (b) use the Platform for any commercial purpose or for any commercial or non-commercial public display; (c) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of the Platform, any Platform updates, or any part of the Platform or updates, or attempt to do any of the foregoing; (d) copy, reproduce, modify or create derivative works of the Platform, Documentation, any updates thereto or any part thereof; (e) remove, alter or conceal any copyright or other proprietary notices from the Platform, Documentation, or any part thereof; (f) transfer the content or materials from the Platform to anyone else or “mirror” or broadcast the same on any server; (g) circumvent, disable, or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content; (h) use any robot, spider, site search or retrieval Platform, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform; (i) harvest, collect or mine information about other users of the Platform; (j) post or transmit any virus, worm Trojan horse or other harmful or disruptive element; (k) use in any manner that infringes the intellectual property or other rights of us or any other party; (l) cause or permit any third party to do any of the foregoing; or (m) use in any way not specifically permitted under this Agreement.

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If you violate any of these restrictions, this Right to Use will automatically terminate, and you may be subject to prosecution and damages.

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Without derogating from the foregoing, the Right to Use granted in this Agreement is for use within the framework of providing special education services, and you are not authorized to include, or use in any manner, or to provide to any third party for such inclusion or use, any test results derived from any of the use of the Platform, except for the purpose of seeking or obtaining any regulatory approval from any governmental or regulatory agency as instructed by the Entity.

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Except as may be provided in the SaaS Service Level Agreement, (i) we do not warrant or guarantee against, and therefore assume no responsibility or liability for or relating to, any errors, omissions, deletions, defects, delays, failures, interruptions, or corruption or loss of any data, alerts, notifications or other information transmitted in connection with your use of the Platform, including but not limited to the non-delivery of any alerts or notifications, messages that do not arrive to the Platform, recordings not being uploaded to the databases, statistics not updated between the cloud and the Platform; and (ii) we, our licensors, and our suppliers make no representations or warranties about the availability, accuracy, reliability, completeness, quality, performance, suitability or timeliness of the Platform, content, including software, text, graphics, links, or communications provided on or through the use of the Platform.

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Third-Party Software and Components. The Platform may come with or require Third-Party Software that End User shall license directly from the third-party licensor pursuant to such third party’s terms and conditions. Additionally, the Platform may include certain Third-Party Components and open-source software. Third-Party Components are licensed to End Users under this Agreement; open-source software is licensed pursuant to the applicable open-source license. To the extent applicable, information about the open-source software may be found (i) in the Platform, its Documentation and/or on our Website. End User shall not directly access any Third-Party Components other than with or as part of the Platform. End User agrees that to the extent required by a third-party licensor or supplier of a Third-Party Component, that third party licensor or supplier is an intended third-party beneficiary of this Agreement.

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We cannot guarantee the continued availability of such Third-Party Software and Components and may cease to use them or enable access to them without entitling you to any refund, credit, or third-party compensation, if, for example and without limitation, the provider of a Third-Party Software or Component ceases to make these available for interoperation with the Platform in a manner acceptable to us. You irrevocably waive any claim against us with respect to such Third-Party Software and Components. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your reliance, access or use of any such Third-Party Software and Components, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Software and Components.

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7. Ownership and Intellectual Property Rights

7.1.  Ownership. As between the parties, we exclusively own and reserve all rights, title and interest (including any  patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”)) in and to the Platform, any Documentation, hardware, software and other components of or used to provide the Platform by us, our Confidential Information and any data in anonymized or aggregated form that does not identify you or any other End User and which was generated or derived from the use of the Platform. The rights to access and use the Platform under this Agreement do not convey any additional rights in the Platform or in any Intellectual Property Rights associated therewith.

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7.2.  Feedback. We welcome any recommendations, suggestions, improvement or correction requests, comments, or other feedback from you or any End User about the Platform (collectively, “Feedback”). Please know, however, that by submitting Feedback to us, you agree that: (a) such Feedback is not your or any third party’s Confidential Information; (b) we may use or disclose, or choose not to use or disclose, Feedback for any purpose and in any way; (c) we own any Feedback and any Intellectual Property Rights associated therewith; and (d) you and any End User are not entitled to any compensation or reimbursement of any kind from us under any circumstances for Feedback. To this extent Entity shall, and shall cause, each third party acting on its behalf to execute any document required to perfect our rights hereunder.

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7.3.  Trademarks. The names and logos used or displayed in or on the Platform or services are registered or unregistered trademarks of us or third party licensors (collectively, “Marks”), and may only be used by you in a reasonable manner to identify you as an End User; provided you do not attempt to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent us, or the Platform.

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7.4.  Infringement. Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond to copyright owners who believe material appearing on the Platform infringes their rights under US copyright law. We accept no responsibility or liability for any material provided or posted by you. If you believe that something appearing on the Platform infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked to the following email address: support@MagniLearn.com. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. All notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. It is our policy to terminate the accounts of repeat infringers in appropriate circumstances.

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7.5.  Publicity. Entity and Professional agree that we may use their name and logo in publications and for marketing purposes, so long as such use does not impair their reputation. In addition, to the extent that we send Entity and Professional any questionnaires and/or other inquiries regarding the Platform, they hereby agree that we may, at our sole discretion, decide whether to use their responses for marketing purposes as well, and they hereby permit us to publish and/or use their response, at our discretion.

 

8. Confidentiality, Information Security and Privacy Protection

8.1.  Confidentiality. Recipient shall treat Disclosing Party’s Confidential Information with the same level of care that it treats its own confidential information of a similar nature, but in no event less than reasonable care. Recipient shall limit its disclosures of Disclosing Party’s Confidential Information to Recipient’s employees, agents, and subcontractors on a need-to-know basis and then only if such individuals are bound by obligations of confidentiality which are at least as restrictive as the terms of this Agreement. Confidential Information shall not be used by Recipient or Recipient’s employees, agents, or subcontractors except for the purpose of performing their obligations under this Agreement. Neither Party shall reveal, publish, or otherwise disclose Confidential Information of the other Party without the prior written consent of Disclosing Party. Recipient shall be solely responsible for any disclosures or uses of Disclosing Party’s Confidential Information made by Recipient’s employees, agents, or subcontractors that violate this Agreement.

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Recipient may disclose Confidential Information to the extent required by law or order of a court of competent jurisdiction, provided that Recipient (a) promptly notifies Disclosing Party of such disclosure before divulging Confidential Information to enable Disclosing Party to seek a protective order or employ other means to preserve the confidential nature of that information, and (b) provides assistance in obtaining an order to protect such Confidential Information.

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The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and agree that the non-breaching Party 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 and without having to post a bond.

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8.2.  Information Security. You confirm and represent that the Platform will be used for your or a Student’s benefit only; we shall not be responsible for any unauthorized activity relating to the use of or access to the Platform. We will not be liable for any losses caused to you or any third party by any unauthorized use of your account. You will be liable for any loss caused to us or any third party due to such unauthorized use that may cause by you.

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We are strongly committed to protecting your Personal Data and information, and we will take reasonable technical steps, accepted in our industry, to keep your information secure and protect it against loss, misuse, or modification. However, no network, server, database or internet, or email transmission is ever fully secure or error-free. If you notice any security risks or violations, we advise you to report them to us at support@Magnilearn.com.

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Although we take reasonable measures to keep the Platform free of viruses, worms, Trojan horses or other code that contain destructive properties, we do not warrant or guarantee that files available for downloading through the Platform will be free of such contaminations.

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You are solely responsible to secure your own device which from you access or use the Platform. In any case, we shall not be liable or responsible for any security breach caused by your failure to properly secure your device and/or derived from your use of the Platform. You shall cooperate with us on any privacy or security issue derived from the use of or access to the Platform, including, as reasonably required, implement privacy or security measures as may be needed to maintain our privacy and security level.

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8.3.  Privacy Protection. Operating and using the Platform includes information that constitutes “Personal Data”, “Sensitive Data” “Special categories of Data”, or “Protected Health Information” (PHI) (including electronic PHI), as defined by Applicable Data Protection Laws (“Personal Data”). You shall be deemed to be the “Data Controller” or “Data Owner” as these terms are understood under the Applicable Data Protection Law.

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We receive and store any information that you provide to us or which is collected by using the Platform. All such information is governed under our Privacy Policy. We strongly recommend that you review the Privacy Policy closely.

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In addition, whenever you interact with our Platform, we automatically receive and record information on our server logs from the browser or device, which may include IP address, “cookie” information, the type of browser and/or device being used to access the Platform. “Cookies” are identifiers we transfer to your browser or device that allow us to recognize you and your browser or device along with how our Platform are being utilized. When we collect this information, we only use this data in aggregate form, and not in a manner that would identify you personally. For example, this aggregate data can tell us how often users use a particular feature of the Platform, and we can use that knowledge to improve the Platform. We also monitor, log and inspect your use of our Platform in order to enforce this Agreement and improve our Platform. While doing so, we maintain your information confidential is secured. By using or accessing the Platform, you hereby give your explicit and irrevocable consent to do so.

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We may anonymize the Personal Data so that they cannot be individually identified and use for business and administrative related purposes and other purposes as mentioned in our Privacy Policy (the “Purpose”).

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Unless prohibited by Applicable Data Protection Laws or you have otherwise expressly instructed us in writing, you agree that we, third-party service providers, and/or business partners that are utilized by us for the Purpose, shall have the right to access your account and information and to use, modify, reproduce, distribute, display and disclose data to the extent necessary for the Purpose. Any third-party service providers and/or business partners will only be given access to your account and information as is reasonably necessary for the Purpose and will be subject to confidentiality obligations which are commercially reasonable and substantially consistent with our Privacy Policy.

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We shall not own and/or have any title to the Personal Data of Students.

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You shall at all times comply with Applicable Data Protection Laws with respect to the maintenance, transfer, storage and/or any other use of such Personal Data.

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Our Data Processing Addendum (available at https://www.MagniLearn.com/data-processing-addendum/) covers our legal obligations with an Entity regarding data processing according to Applicable Data Protection Laws.

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8.4.  Direct Marketing and Sale. If, upon registration to the Platform, you confirmed your consent to receive promotional information/offers by us, then we shall be entitled to use certain aspects of the Personal Data for promotional purposes, such as to offer you additional products or services. If by mistake you receive direct marketing or promotional information without your specific consent and/or wish to opt-out, you are required to contact us at: support@MagniLearn.com.

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9. Export Compliance and Anti-Corruption

9.1.  Anti–Corruption. Entity and Professional shall not, and shall not permit any of their subsidiaries and affiliates or any of their or their respective directors, officers, managers, employees, independent contractors, representatives or agents (collectively, “Representatives”) to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any non-U.S. government official, in each case, in violation of the relevant provisions of the Israeli Penal Law 1977:or any other anti-bribery or anti-corruption law (together, the “Bribery Laws”). Entity and professional shall, and shall cause each of their subsidiaries and affiliates to, cease all of their respective activities, as well as remediate any actions taken by Entity, Professional and their subsidiaries or affiliates or any of their respective Representatives in violation of the Bribery Laws shall, and shall cause each of their affiliates and subsidiaries to, maintain systems or internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the Bribery Laws.

9.2. Export.  Entity and Professional agree that they will not export, directly or indirectly, any technical information acquired from us or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with applicable law.

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10. Payment

The Platform is a paid service which is provided to you subject to the payment of agreed considerations, fees and other amounts, on the dates set forth and according to the terms as specified in the Specific Agreement, whether made by you or by an Entity on your behalf. If such payment is not made according the Specific Agreement, we may terminate this Agreement and your access to the Platform, immediately, without penalty or liability to you or any third party.

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11. Term and Termination

This Agreement is effective until terminated by either you or us (the “Term”). If you breach this Agreement, your right to access and use the Platform shall automatically terminate. In addition, we may, in our sole discretion, terminate this Agreement and your access to the Platform, at any time and for any reason, without penalty or liability to you or any third party. In the event of your breach of this Agreement, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to us.

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Upon any termination of the Agreement by either you or us, you must promptly cease to use and access the Platform and return to us or destroy all materials downloaded or otherwise obtained from the Platform, all Documentation, and all copies of such materials and Documentation unless required to retain it by applicable laws or, with respect to Personal Data, instructed otherwise by the owner of such Personal Data. Any deletion of your information including Personal Data is subject to our policies, procedures and the applicable laws and regulations. Even if we delete your data it may persist on backup or archival media for an additional period of time due to technical issues or for legal, tax or regulatory reasons or for legitimate and lawful business purposes.

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Provisions which by their nature are intended to survive the suspension or termination of this Agreement, shall survive its termination, including, without limitation, Disclaimers, Ownership, Limitations on Liability, Indemnity, and Choice of Law and Forum.

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12. Disclaimer, Warranties and Limitations on Liability

12.1. Disclaimer. Your use of any aspect of the Platform is at your own risk. As a recipient of services rendered using the Platform, you must consult with qualified healthcare or education providers and make your health or education decisions based on their advice. As a Professional providing services and specifically health-related or education-related services to Students, using the Platform, you must ensure that you have the adequate qualification, certification, experience, knowledge, skills and authority to provide such services under any applicable law and regulation. We cannot and do not accept any liability in respect of any activities that you may undertake or receive (as applicable) through using the Platform.

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12.2. Warranty. This Platform, any information and Documentation is provided to you on an “as-is” and “as available” basis, without any warranties of any kind. We do not warrant that the functions in the Platform will meet the requirements of the End-User or the Entity, nor do we provide any warranty regarding any use of or access to the Platform not in accordance with this Agreement or for purposes not intended by us and not specifically permitted by this Agreement.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE PLATFORM, RELATED DOCUMENTATION OR INFORMATION, AND OTHER MATERIALS AND SERVICES, AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.

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12.3. Limitations on Liability. Your use of the Platform or reliance on the information provided and its outcomes are the sole responsibility of you, Entity, Professional, Student and any other End User and in no circumstances, will we be responsible and/or liable therefor. At any time and for any reason, without notice or liability, we may modify or discontinue the Platform or any part of it or impose limits on your use of or access to the Platform.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY PERSONAL INJURY, INCLUDING DEATH, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO AND USE OF OR INABILITY TO ACCESS AND USE THE PLATFORM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER OR DEVICE FAILURE OR MALFUNCTION, EVEN IF A REPRESENTATIVE OF OURS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

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TO THE EXTENT LEGALLY POSSIBLE, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES IN EXCESS OF (I) US$100.00 TO ANY END USER OTHER THAN AN ENTITY AND (II) AND WITH RESPECT TO AN ENTITY, AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID TO US UNDER THE SPECIFIC AGREEMENT IN FORCE IN THE 6 MONTH PERIOD PRECEDING THE ARISING OF THE CLAIM BY SUCH AN ENTITY; PROVIDED THAT IF A CLAIM IS UNDER A SPECIFIC PURCHASE ORDER (WITHOUT A CLAIM OF BREACH OF THE AGREEMENT), OUR CUMULATIVE LIABILITY SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID TO US UNDER THE SPECIFIC PURCHASE ORDER DURING THE 6 MONTH PERIOD PRECEDING THE ARISING OF THE CLAIM.

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Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

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Any claims arising in connection with your use of the Platform must be brought within 12 months of the date of the event giving rise to such action occurred. Remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement, even if the applicable remedy under this Agreement fails of its essential purpose.

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12.4. Images. With respect to images including persons/likeness of persons on the Website and/or the Platform, you recognize and acknowledge that (i) the images and/or likeness of any person in such images does not imply in any way that we, the Services, the Website or the Platform are/is endorsed by such person; and (ii) the fact that such person is featured in an image on the Website and/or on the Platform does not in any way imply that s/he has any mental or physical disabilities or issues of any kind.

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13. Indemnity

You agree to defend, indemnify, and hold us harmless including our officers, directors, employees, agents, subcontractors, licensors and suppliers, any of our affiliated companies or organizations, and any successors, assigns or licensees, from and against any claims, actions or demands, damages, losses, liabilities, judgments, settlements, costs or expenses (including attorneys’ fees and costs) arising directly or indirectly from or relating to (a) the breach of this Agreement by you or anyone using your computer, mobile device, password or login information; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Platform; (c) your violation of any law or regulation; or (d) any other matter for which you are responsible under this Agreement or under law.

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14. Miscellaneous

14.1. Enforcement. If we believe, in our sole discretion, that a breach of this Agreement or any illegal or inappropriate behavior has occurred, we may take any other corrective action we consider appropriate. We will investigate suspected violations of this Agreement or illegal and inappropriate behavior through the Platform. Please note that we will fully cooperate with any law enforcement investigation or court order ordering us or directing us to disclose the identity, behavior or activities of anyone believed to have violated this Agreement or to have engaged in illegal behavior.

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14.2. No Waiver. Non-enforcement, or our failure to act with respect to a breach by you or others of this Agreement does not constitute consent or waiver, and we reserve the right to enforce such term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Nothing contained in this Agreement shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct.

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14.3. Choice of Law and Forum. These terms and conditions are governed by and construed in accordance with the laws of the State of Israel, without giving effect to its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods and other international laws are expressly excluded. The courts located in the city of  Tel Aviv, Israel, shall have sole and exclusive jurisdiction over any matter arising out of this Agreement and we and you irrevocably submit to the exclusive jurisdiction of the courts in the city of Tel Aviv, Israel.

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14.4. Modifications of this Agreement. We reserve the right to update or modify this Agreement, at any time and for any reason, without prior notice. The most up-to-date version of this Agreement shall be posted on our Website and shall be binding on your access to and use of the Platform. By continuing to use the Platform after any such changes, you unconditionally agree to follow and be bound by this Agreement, as amended from time to time.  We encourage you to periodically review the most up-to-date version of this Agreement.

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14.5. Relationships of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

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14.6.Assignability.  You agree that this Agreement may be assigned by us, in our sole discretion to any third party.  You may not assign this Agreement without first obtaining our written approval.

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14.7.Questions and Notices. If you have any questions, comments or complaints regarding this Agreement and the Platform, feel free to contact us at support@MagniLearn.com.

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Last updated: October 2022