This ClassDo Subscription Agreement (the “Subscription Agreement”) is entered into by and between the ClassDo Pte Ltd. (“ClassDo”) and the customer (“Customer”) identified in an Order Form that references this Subscription Agreement and is effective as of the date set forth in the Order Form executed between ClassDo and the Customer (“Effective Date”).
As used herein, references to the “Agreement” means this Subscription Agreement, all Order Forms hereunder, hyperlinked policies and addenda, subsequent amendments, and such other attachments and exhibits that the parties’ authorized representatives mutually agree to in writing.
1.1 “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
1.2 “Acceptable Use Policy” means ClassDo’s Acceptable Use Policy which is hereby incorporated into this Agreement by reference.
1.3 “Administrator” means the User designated by Customer to oversee, manage, provide access to, and authorize use of the Service.
1.4 “Customer Content” means any data, files, images, templates, information, content, or material provided by Customer to ClassDo, submitted to the Service by Customer or its Users in the course of using the Service, or any form of input such as notes, illustrations, annotations, recorded videos, quiz answers or chat text created by Customer and/or its Users on the Service.
1.5 “Intellectual Property Rights” means any intellectual property rights existing anywhere in the world, including: copyright, patents, trademarks, designs, and all other rights of a similar nature arising through intellectual activity.
1.6 “Login” means a username and password assigned to a User for purposes of accessing the Service.
1.7 “Order Form” means ClassDo’s standard order form that (i) specifies the Service(s) subscribed to by Customer; (ii) specifies the number of Users, Subscription Fees, and Subscription Term; (iii) is governed by and incorporates by reference this Agreement; and (iv) is signed by authorized representatives of both parties.
1.8 “Service” means the platform-as-a-service offering(s) provided by ClassDo as set forth in the Order Form(s), including any updates thereto, as may be available online, via mobile application, or other forms.
1.9 “Subscription Fee(s)” means the fee paid for access to the Service.
1.10 “Subscription Term” means the duration for which Customer has subscribed to the Service as set forth in the applicable Order Form and any renewal term thereafter.
1.11 “Third Party Services” means any applications, products, websites, and services not provided by ClassDo that may be used by Customer in conjunction with the Service.
1.12 “User” means employees, contractors and agents of Customer, and also third parties with which Customer directly provides learning & development services to, that are authorized by Customer to use the Service.
2.1. Provision of Service. Subject to this Agreement, ClassDo will provide a Customer with access to use of the Service for the duration of the Subscription Term. ClassDo may, at its sole discretion, modify, remove, add, or enhance features of the Service from time-to-time, provided however, ClassDo will not materially decrease the overall functionality of the Service during the Subscription Term.
2.2. Intellectual Property Rights. Except as expressly set forth in this Agreement, all Intellectual Property Rights in and to the Service remain the sole property of ClassDo and its third-party licensors. ClassDo owns or has legal rights to all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with its products and the Service.
2.3. Logins. Each User must have a unique Login. Customer shall be responsible for all Users for compliance with this Agreement, and shall ensure that each User obtains a unique Login. Furthermore, Customer shall ensure that its Users keep their Login credentials confidential and promptly notify ClassDo in the event Customer becomes aware of any unauthorized use of a Login.
2.4. Use Restrictions. Customer and its Affiliates shall not itself or through any employee, contractor, agent, or other third-party (i) rent, lease, sell, distribute, offer in service bureau, sublicense, or otherwise make the Service available to any third party other than its Users; (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) combine the Service or any part thereof with or incorporate the Service with or in any other program not authorized in writing by ClassDo; (vi) use the Service in violation of any applicable law, regulation, or other rule; or (vii) use the Service to store or transmit a virus or malicious code.
2.5. Acceptable Use Policy. Customer’s use of the Service and Customer Content must comply with ClassDo’s Acceptable Use Policy. ClassDo reserves the right to (but is not obligated to) remove from the Service any Customer Content at any time that, in ClassDo’s sole opinion, is in violation of the Acceptable Use Policy, this Agreement, or any applicable law or regulation. Where legally permissible, ClassDo will make reasonable efforts to provide Customer with notice upon removal of any such Customer Content.
2.6. Customer Obligations. Customer is solely responsible for: (i) providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Service; (ii) all activities conducted by each of its Users and each User’s compliance with the terms of this Agreement; (iii) for the accuracy, quality, integrity, and legality of Customer Content and the means by which it acquired Customer Content thereof. Customer represents and warrants that it has provided all legally required disclosures and obtained all legally required consents from individuals prior to adding such individuals as a User.
2.7. Third Party Services. Customer may elect to use the Service in conjunction with third-party websites, platforms or apps. Customer’s use of a Third Party Service is subject to the terms and conditions of this Agreement and those applicable to that Third Party Service. ClassDo makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from Customer’s use of any Third Party Services.
3.1. Information Security. ClassDo shall maintain industry-standard technical and organizational measures to maintain the security of the Service and Customer Content while in ClassDo’s possession.
3.2. Data Privacy. ClassDo’s Privacy Policy describes how ClassDo collects, uses, transfers, discloses and stores your personal data. ClassDo’s Privacy Policy may be updated from time to time, but no such change will result in a material reduction in the level of protection provided for Customer Content.
4.1. Customer Content. Customer represents and warrants to ClassDo that Customer owns all rights, title, and interest in and to the Customer Content, or that Customer has otherwise secured all necessary rights in Customer Content as may be necessary to permit the access, use, and distribution thereof as contemplated by this Agreement. As between ClassDo and Customer, Customer owns all right, title, and interest in and to Customer Content. Customer hereby grants ClassDo, for the duration of the Subscription Term, a nonexclusive, royalty-free, worldwide right and license to display, host, copy, and use Customer Content solely to the extent necessary to provide the Service to Customer.
Customer hereby assigns to ClassDo any suggestions, ideas, enhancement requests, or other feedback provided by Customer to ClassDo relating to the Service.
6.1. Fees and Payment. Customer will be billed in accordance to the Order Form.
6.2. Payment. All invoices will be due and payable within thirty (30) days of the invoice date. Except as otherwise provided for in this Agreement, all fees are non-refundable. Any fees remaining unpaid for more than thirty (30) days past their due date shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law. ClassDo may, at its discretion and in addition to other remedies it may have, suspend access to the Service if any invoice remains unpaid for more than 30 days after its due date. ClassDo will provide Customer with notice at least ten (10) days in advance of any such suspension. Unless explicitly stated otherwise, all fees and all references to “dollars” or “$” are to United States Dollars.
6.3. Taxes. Unless otherwise stated in an Order Form, the fees do not include sales, use, value-added, or other similar taxes or duties, and any such taxes shall be assumed and paid by the Customer except those taxes based on the net income of ClassDo. ClassDo will invoice Customer any applicable tax.
7.1. Mutual Warranties. Each party represents and warrants that:
It has the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof; and
7.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED "AS IS" AND CLASSDO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLASSDO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLASSDO MAKES REASONABLE EFFORTS TO PROVIDE A SECURE SERVICE, BUT DOES NOT GUARANTEE THE ABSOLUTE SECURITY OF THE SERVICE. CLASSDO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER CONTENT. CLASSDO SHALL NOT BE LIABLE FOR ANY DELAYS, INTERRUPTIONS, OR OTHER ERRORS THAT ARE OUTSIDE OF ITS REASONABLE CONTROL AND ARE INHERENT WITH THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS
7.3. Trial or Beta Services. From time-to-time ClassDo may invite Customer to try, at no charge, features or functionality that are not generally available to customers and are identified as beta functionality or trial services (“Trial Services”). Customer may elect to use Trial Services at its discretion. ClassDo may discontinue Trial Services at any time in ClassDo’s sole discretion and may never make them generally available.For the avoidance of doubt, Trial Services are Confidential Information as defined in this Agreement.
8.1. Definition. “Confidential Information” means, without limitation, product plans, inventions, know-how, technical information, financial information, Customer data, or other business information disclosed or made available by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing and that is identified as confidential at the time of disclosure or should reasonably be known by the Recipient to be confidential.
8.2. Non-Use and Non-Disclosure. The Recipient shall, with respect to Confidential Information of the Discloser: (i) not disclose such Confidential Information to any third party at any time and limit disclosure to its employees, contractors, or its legal, financial, and accounting advisors that have a need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement; and (ii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body, provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
8.3. Exclusions. The obligations with respect to Confidential Information shall not apply with respect to Confidential Information Recipient can demonstrate: (i) is now or becomes publicly available through no fault of Recipient; (ii) is lawfully obtained from a third party without a duty of confidentiality; (iii) is known to Recipient without obligation of confidentiality prior to such disclosure; or (iv) is, at any time, independently developed by Recipient without use of Discloser’s Confidential Information.
9.1 Indemnification by Customer.
Customer shall defend ClassDo and its Affiliates, and their respective employees, officers, and directors (collectively, "ClassDo Indemnified Parties"), from and against any claim, demand, or action brought by a third party (including without limitation any User) against ClassDo Indemnified Parties, and shall indemnify and hold harmless ClassDo Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement (that has been approved by ClassDo) to the extent arising from: (i) use of the Service by Customer or any User in a manner that breaches the Acceptable Use Policy or this Agreement; or (ii) any allegation that Customer Content infringes any patent, copyright, or trade secret of a third party.
9.2 Indemnification by ClassDo.
Indemnity for Use of the Service. ClassDo shall defend Customer, its Users, and its Affiliates (as applicable), and their respective employees, officers, and directors (collectively, "Customer Indemnified Parties"), from and against any claim, demand, or action brought by a third party against Customer, and shall indemnify and hold harmless Customer Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement to the extent arising from any allegation that the Service infringes any patent, copyright, or trade secret of a third party.
ClassDo’s indemnification obligations described in this Section 11.2 shall not apply and ClassDo will have no liability for any infringement claim of any kind, to the extent the claim results from: (i) modification of the Service made by Customer or a User; (ii) unauthorized or unlicensed use of the Service in violation of this Agreement; or (iii) Customer Content;
9.3 Procedure. If one party (the “Indemnitee”) receives any notice of a claim or other allegation with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee shall not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitor may not settle any claim that admits liability or fault on behalf of Indemnitee or that imposes financial liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor.
9.4 Remedy for Enjoinment for Use of Services. If Customer’s use of the Service is, or in ClassDo’s opinion is likely to be, enjoined, ClassDo may, at its sole option and expense (and to the extent applicable): (i) procure for Customer the right to continue using the Service under the terms of this Agreement; (ii) replace or modify the Service so that it is non-infringing; (iii) substitute substantially similar functions or services; or if options (i), (ii), or (iii) if the above cannot be accomplished despite ClassDo’s reasonable efforts, ClassDo may terminate this Agreement and Customer’s rights to the Service and refund a prorated portion of any prepaid Subscription Fees for the period beginning on the effective date of termination through the end of the then-current Subscription Term.
9.5 Exclusive Remedies. The provisions of this Section 11 set forth ClassDo’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to any third-party intellectual property infringement claims.
10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5 (“USE RESTRICTIONS”); EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR A PARTY’S GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.
10.2 GENERAL LIABILITY CAP. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO CLASSDO HEREUNDER DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5 (“USE RESTRICTIONS”); EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
11.1 Agreement Term. The term of this Agreement shall commence on the Effective Date set forth in the initial Order Form and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder.
11.2 Subscription Term. The Subscription Term shall be specified in the relevant Order Form. ClassDo will provide notice of an upcoming renewal and any applicable increase to pricing thirty (30) days or more prior to the end of the then-current Subscription Term.
11.3 Termination for Cause. Either party may terminate the Agreement immediately upon written notice in the event that (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach within thirty (30) days of being notified in writing of such breach; or (iii) the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
11.4 Effect of Termination for Cause. In the event of termination of this Agreement due to a material default by ClassDo, ClassDo shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of the then-current Subscription Term. In the event of a termination of the Agreement due to a default by Customer, Customer shall pay all amounts due and owing for the Service as outlined in an applicable Order Form.
11.5 Survival. Sections titled “Definitions”, “Term and Termination”, “Fees”, “Intellectual Property,”, “Limitation of Liability,” “Indemnification,” “Confidential Information”, and “Miscellaneous” inclusive, shall survive any termination of this Agreement.
12.1 Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with (i) in the case of Customer, Customer’s use of the Service; and (ii) in the case of ClassDo, ClassDo’s provision of the Service.
12.2 Governing Law and Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the mediation centers or courts located in Singapore, and the parties hereby consent to the exclusive jurisdiction of Singapore.
12.3 Relationship of Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.
12.4 Attorney's Fees. In any court action at law or equity that is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
12.5 Equitable Relief. Both parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set forth herein may cause irreparable injury to other party for which monetary damages alone would not be an adequate remedy, and therefore the party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
12.6 Publicity. Customer permits ClassDo to use Customer’s name and logo to identify Customer as a customer on ClassDo’s website and in its marketing materials in accordance with any trademark guidelines or instructions provided by Customer. Customer permits ClassDo to issue a press release announcing Customer as a customer, provided ClassDo obtains Customer’s approval of the text of any such press release prior to publication. Following an agreed-upon press release, ClassDo may use the content of the press release on ClassDo’s website and in marketing materials.
12.7 Force Majeure. Neither party shall be deemed to have breached any provision of the Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control. This Section does not excuse Customer’s payment of fees due under this Agreement provided that ClassDo continues to provide the Service as set forth in the Agreement.
12.8 Assignment. Neither party may assign this Agreement or any of its right or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may transfer and/or assign this Agreement, without the other party’s consent, to any successor by way of a merger, acquisition, or change of control. For the purposes of this Agreement, “change of control” means consolidation, or any sale of all or substantially all of the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.
12.9 Headings and Explanations. Headings and explanations explanatory boxes used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of the Agreement or any portion thereof.
12.10 Severability. If a particular provision of this Agreement is found to be invalid or unenforceable, it shall not affect its other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
12.11 Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
12.12 Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail and in each instance will be deemed given upon receipt. All notices to Customer will be sent to the physical address and/or email addresses set forth in the Order Form. All notices to ClassDo shall be sent to the applicable notice address identified below.
ClassDo Pte Ltd
60 Paya Lebar Road. #10-36 Paya Lebar Square. Singapore 409051
12.13 Entire Agreement. This Agreement and the associated Order Form(s) constitute the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. This Agreement may not be modified except by written instrument signed by both parties and referring to the particular provisions to be modified. All terms, conditions, or provisions on a purchase order shall be of no force and effect notwithstanding the acceptance of such purchase order after the date of this Agreement. In the event of a conflict between the terms of this Agreement and an Order Form, the terms set forth in the Order Form shall control. This Agreement is binding upon and inures to the benefit of, the parties and their respective permitted successors and assigns.
