Terms & Conditions

THIS WEBSITE USER AGREEMENT IS MADE THIS DAY

BETWEEN:

THE PROPRIETOR OF INTEGRA CENTER FOR ADVANCED DIGITAL EDUCATION,

a Sole Proprietorship established under the laws of the Republic of Ghana, whose registered office is situated at Ashaley Botwe in East Legon in Accra, (hereinafter referred to as “Proprietor” or the “Service Provider” which expression shall where the context so requires or admit, include its successors, agents and assigns),

–and—

SERVICE USER

An individual, person or persons located in the Republic of Ghana, or other appropriate jurisdiction, (hereinafter referred to as “Service User” or “User” which expression shall where the context so requires or admit, include his/her successors, agents and assigns)

each referred to individually as a “Party” and collectively as “Parties”.

WHEREAS:

(a)       Service Provider is a sole proprietorship that provides online/virtual Test Preparation educational courses, on the website https://examineme.net (hereinafter ‘eXamineMe’ or ‘examineme’), or other such websites that may be created from time to time, that prepare person(s) to write different official examinations;

(b)       User is a visitor to the website, or is desirous of using the services provided by Service Provider on eXamineMe for the purpose of preparing for impending examinations; and

(c)        The Parties are desirous of setting out the terms and conditions of their relationship regarding either the general use of the site, or the provision of online/virtual Test Preparation educational courses by Service Provider, and the use of the online or virtual Rest Preparation educational courses by User.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

  1. DEFINITIONS:

(1)       Unless inconsistent with, or indicated otherwise by the context, the following terms shall have             the following meanings when used in this document:

‘Agreement’ shall mean this document and the terms and conditions specified in this document;

‘Applicable Law’ shall mean all laws, statutes, common law, regulations, and rules of any government authority, which apply or relate to the subject of this Agreement;

‘Associated Service(s)’ shall mean, any other service(s) that facilitates, or is intended to facilitate the provision of the Service(s) by Service Provider to User, including but not limited to the services provided by External Service Providers;

“Confidential Information” shall mean all financial, business and technical or other data and all other confidential information (whether written, oral or in electronic form or on magnetic or other media) concerning the business and affairs of a Party that the other Party obtains, receives or has access to as a result of the discussions leading up to or the entering into or the performance of this Agreement (including, for the avoidance of doubt, the terms of this Agreement) but not including any information that:

(i)         is or becomes generally available to the public other than as a result of its disclosure by the recipient or the Authorised Users, in breach of this Agreement, except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information; or

(ii)        the Parties agree in writing is not confidential or may be disclosed; or

(iii)       is independently developed without access to any Confidential Information disclosed by the Disclosing Party;

‘Data Protection Act’ shall mean the Data Protection Act, 2012 (Act 843) of the Republic of Ghana;

‘Execution Date’ shall mean the date of execution of this Agreement, which, in the event that this Agreement is not manually signed, shall be the date User signs up or enrolls in a Test Preparation Course on eXamineMe;

‘eXamineMe’ or ‘examineme’ shall mean the website https://examineme.net;

‘External Service Provider (ESP)’ shall mean a third party that either, provides or supplies a service to Service Provider to enable Service Provider provide the Service(s) to User, or, provides or supplies a service to User to facilitate User’s usage of the Service(s), including but not limited to: consumer email services such as Yahoo, or Google mail, Internet Service Providers, Web developers, and Web hosting and Web application providers;

‘Fees’ shall mean the fees payable by User to sign up and enroll in the online Test Preparation course;

‘Force Majeure’ shall mean any event which is beyond the reasonable control of a Party, including without limitation, (a) war, act or threat of terrorism, riot, civil commotion or political upheaval, (b) acts of God, including, without limitation, storm, flood, tempest, lightning, drought, typhoon, earthquake or other natural disaster, (c) strike, lock-out or other industrial dispute, (d) fire, explosion, (e) power failure or damage or breakdown or destruction of any network facilities or servers, or (f) change in government policy, newly-enacted governmental regulation or any change therein;

‘Personal information’ shall mean, any information that enables Service Provider to identify User, directly or indirectly, by reference to an identifier such as User’s name, email address, identification number, location data, online identifier or one or more factors specific to User.

‘Privacy Policy’ shall mean, the privacy policy of eXamineMe, that, among other things, spells out how Service Provider will use the personal information of User.

‘Service User’ or ‘User’ shall mean, You, the person(s) who seeks to enroll in the online or virtual Test Preparation educational courses, to prepare to write an official examination or examinations;

‘Service Provider’ or ‘Proprietor’ shall mean us, who are providing You with the online/virtual Test Preparation educational course(s) to enable you prepare to write an official examination or examinations;

‘Services(s)’ shall mean the service or services to be provided by Service Provider on eXamineMe;

‘Test Preparation Course(s)’ shall mean, the proprietary test preparation educational courses that are available on eXamineMe;

(2)       Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

  1. AGREEMENT OR CONSENT TO TERMS & CONDITIONS

(1)       User agrees that by either remaining on the website as a visitor or signing up for and enrolling in the virtual/online Test Preparation educational courses on eXamineMe, User agrees to and consents to be bound by these Terms & Conditions comprising this Agreement and no manual execution of this Agreement shall be required.

  1. PROVISION OF SERVICES:

(1)       The services to be provided by Service Provider are those set out on eXamineMe, namely, the provision of online/virtual Test Preparation educational courses, and any other Associated Services;

(2)       User agrees that Service Provider may, from time to time, add additional Test Preparation courses on eXamineMe, and User is free to reject or enroll in those courses; and further, that Service Provider may discontinue some Test Preparation courses as appropriate;

(3)       User understands that in providing the Services, Service Provider engages the services of External Service Providers and relies on the services of these External Service Providers;

(4)       The Parties agree that, notwithstanding the provision of the Services under this Agreement, Service Provider is not an educational institution, and only provides online/virtual Test Preparation educational courses to prepare User for official examinations concerning courses that User has already taken at an educational institution;

(5)       The Parties hereby agree that Service Provider may, as required, and subject to reasonable notice, which shall not be less than twenty-four (24) hours, (i) temporarily suspend Service(s) for the purpose of repair, maintenance or improvement of equipment (software or hardware), (ii) vary the technical specification of the Service(s) for operational or regulatory reasons; or (iii) provide new guidelines about the use of the Service(s) because of change(s) in Applicable Laws that become effective during the tenure of this Agreement;

(6)       In the event of any failure of Service(s), Service Provider shall ensure that Service(s) is restored within reasonable time and shall promptly notify User of the reasons for such failure;

(7)       Upon the payment of the applicable Fees, Service Provider hereby grants to User the right to use the Services.

(8)       User shall not:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish,             download, display, transmit, or distribute all or any portion of the eXamineMe platform, software             and/or documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, or reverse engineer all or any part of the software;             or

(iii) attempt to obtain, or assist third parties in obtaining access to Services for which payment has not been made, or other than as provided under this Agreement.

(9)       User shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services from persons who have not paid for the Services; and, in the event of any such unauthorised access or use, promptly notify Service Provider.

(10)     User understands that certain parts of eXamineMe offer the opportunity for users to post and exchange opinions, information, material and data (‘Comments’). eXamineMe does not screen, edit, publish or review Comments prior to their appearance on the website and Comments do not reflect the views or opinions of eXamineMe, its agents or affiliates. Comments reflect the view and opinion of the person who posts such view or opinion. To the extent permitted by applicable law, eXamineMe shall not be responsible or liable for the Comments or for any loss, cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website. eXamineMe reserves the right to monitor all Comments and to remove any Comments which it considers in its absolute discretion to be inappropriate, libellous, offensive or otherwise in breach of these Terms & Conditions.

(11)     User understands that the rights to use the Services as specified in this Agreement, are granted to User only, and shall not be considered granted to any friend, relative, associate of User, or such other person, unless expressly agreed to by Service Provider.

  1. USE OF COOKIES

(1)       User understands that in providing the above-mentioned Services, and to improve the user experience of eXamineMe, Service Provider may employ cookies, in accordance its privacy policy.

(2)       User understand when User accesses eXamineMe, or any adverts on the site, bits of electronic information, known as cookies, may be stored on User’s computer. This information is used to determine ways to improve the website, advertisements, products or services. Cookies allow Service Provider to tailor the website to better match User’s interests and preferences.

(3)       User agrees to and consents to the use of cookies.

  1. FEES

(1)       User acknowledges that the fees payable for the Services are those set out on eXamineMe, and such other fees as may from time to time be notified to User. Fees paid are non-refundable.

  1. CONFIDENTIAL INFORMATION

(1)       User agrees that all information contained on eXamineMe, including the questions provided for the Test Preparation courses, constitutes confidential information, and User agrees to refrain from copying, disclosing, selling, or offering for sale any and all of the said information. User agrees to keep confidential and refrain from disclosing any and all of the information, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the said information.

(2)       User agrees and understands that no right or license is granted by Service Provider to User in connection with the information disclosed under this Agreement, and all documents or materials constituting the information and all reproductions thereof shall at all times remain the sole property of Service Provider.

  1. INTELLECTUAL PROPERTY RIGHTS

(1)       User acknowledges and agrees that Service Provider and/or its licensors own all Intellectual Property Rights in eXamineMe and any related documentation. Except as expressly stated herein, this Agreement does not grant User any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or any of its documentation.

(2)       User agrees that Service Provider retains all right, title, and interest in and to the Service(s), including without limitation all software used to provide the Service(s) and all logos and trademarks reproduced through the Service(s), and this Agreement does not grant User any Intellectual Property Rights in or to the Service(s) or any of its components.

  1. OBLIGATIONS OF SERVICE PROVIDER

(1)       Service Provider:

(i) shall perform the Services in accordance with the terms set out herein, and with reasonable    skill and care, in accordance with best practices and applicable law;

(ii) shall ensure that the personal and other confidential information of User is secured, and shall not sell, or trade the personal and other confidential information of User, and shall also ensure that its External Service Providers do not engage in any acts that may jeopardise the safety and security of the personal or other confidential information of User.

(2)       Notwithstanding the above, Service Provider:

(i) does not represent and warrant that User’s use of the Services will be uninterrupted or error free; and

(ii)  is not responsible for any delays, delivery failures, or any other loss or damage that results from the transfer of data over third party communication networks and facilities, including the internet, and User acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such third-party communication facilities.

  1. OBLIGATIONS OF USER

(1)       User shall

(i) provide Service Provider with the necessary information to enable the efficient provision of the Services, including the provision of accurate information to enable the facilitation of billing and other financial transactions;

(ii) ensure that the website is not used as a means for any fraudulent or illegal activity;

(iii) ensure User’s use of the Services is in accordance with the terms and conditions herein, and all applicable laws;

(iv) in the event that User posts a Comment in the comments section of eXamineMe, User represents an warrants as follows:

(a) that the Comments do not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;

(b) that the Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy of any party or parties; and

(c) that the Comments will not be used to solicit or promote business or custom or present commercial activities or any unlawful activity.

(2)       Notwithstanding the above, User

(i) shall be solely responsible for procuring and maintaining its network connections to facilitate its use of the Services;

(ii) shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to User’s network connections or caused by the internet; and

(iii) shall be solely responsible for any losses or damage caused to any person or party resulting from any acts of User, or a Comment posted by User, and User agrees to indemnify and save Service Provider and its affiliates, associates and other personnel, harmless against any and all claims, demands, suits, and other liabilities arising from any such acts, or Comments posted by User.

(3)       Without prior approval and express written permission, User shall not

(i) create frames (Iframes) around the pages of eXamineMe, or use other techniques that alter in any way the visual presentation or appearance of our eXamineMe;

(ii) link to eXamineMe, using the logo or other feature of eXamineMe without the express written approval of Service Provider.

  1. TERMINATION FOR BREACH

(1)       In the event of a proven breach of these terms and conditions, either party may terminate its association with the other.

(2)       Where the breach is on the part of User, Service Provider may block any further and future use of eXamineMe by User, and request the return of all materials and documents that may have been provided to User, or may have been downloaded by User.

  1. GOVERNING LAW

(1)       These Terms and Conditions and this Agreement shall be governed by, and construed in accordance with the laws of the Republic of Ghana.

THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT ON THE EXECUTION DATE, AS SPECIFIED ABOVE, AND IN ACCORDANCE WITH SECTION 2 OF THIS AGREEMENT.