These license terms (hereinafter the “Terms”) establish an agreement between Brightsword Technologies Pte Ltd, having its registered office at 51 Anson Road #07-59, Anson Centre
Singapore – 079904 (“Brightsword”), (which expression shall include where appropriate its affiliates, successors and assigns) and you (“you”, “yours”), and shall govern your Use(as defined hereafter) of the Product(as defined hereafter) and Services(as defined hereafter) offered by Brightsword.
Supplemental terms may apply to your Use of certain additional features and functionalities (“Add-On’s”) that you may sign up to in the course of using the Product and/ or the Services (as defined hereafter), and such supplemental terms will be disclosed to you in connection with the applicable Add-On’s. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of your use of the Product and/or the Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Add-Ons.
You understand that by checking the acceptance box or installing or using all or any portion of the Product, you are signifying your acceptance to these Terms published on Brightsword’s website at [https://www.brightsword.com/terms] (as may be relocated by Brightsword from time to time). You agree that these Terms are enforceable like any written agreement signed by you and legally binding between you and Brightsword.
- Account means the user account created by you upon signing up to the Terms and providing the requisite information;
- Confidential Information means any information which is disclosed by either Party to the other Party pursuant to or in connection with the Terms (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such) including, but not limited to, the Proprietary Information of Brightsword;
- Customer Data means any information, application, file, text or such other material that is uploaded or generated by you while availing of or in the Use of the Services and/or Product, such as data files, device characteristics, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials and may include PII;
- Effective Date means the date on which you create an Account;
- Hosting Servers means those servers and other hardware and software that shall be used to host the Product, Customer Data or any other information as determined by Brightsword in its sole discretion;
- Intellectual Property Right means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database rights, design rights, moral rights or any other property rights that grant similar rights as the foregoing, whether registered or not, throughout the world;
- Party means either Brightsword or you as the context so requires and Parties shall refer to both Brightsword and you;
- Payment Method means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your Account with a third-party service provider/ payment gateway;
- Personally Identifiable Information or PII means any data, records or information related to an individual that identifies (directly or indirectly) such individual;
- Product means Brightsword’s proprietary education management system software;
- Proprietary Information means (i) the Product, (ii) the concepts, techniques, ideas, and know-how embodied and expressed in the Product, including its architecture, structure, sequence, and organization; and (iii) any inventions, customisations, drawings, performances, software, databases and methodologies in any manner related to the Product;
- Services means the capability provided by Brightsword to you to perform certain specific processes by virtue of Using the Product;
- Subscription Period means the monthly or annual subscription period that you may choose to sign up for in respect of the Product and Services;
- Subscription Plan means the basic or advanced or premium subscription plan that you may choose to sign up for in respect of the Product and Services;
- Territory means Singapore;
- Third Party Materials means software, databases or internet resources which are owned by a third party and which the Product and/or the Services interoperates with in performing certain activities underlying certain functionalities;
- Use or Used means to directly or indirectly activate the processing capabilities of the Product by a User, and/or execute, access, utilize, employ the Services, or display information resulting from such use, for your internal business purposes;
- User means an individual who is authorized by you to Use the Product and who has been supplied user identifications and passwords by you (in compliance with the requirements specified in this regard by Brightsword).
- Registration and Account Set-Up
- In order to use the Product and to avail the Service, you must register for and maintain an Account. The Account registration process inter alia requires you to submit certain information such as your name, address, mobile phone number, age and any unique identifier that may be issued to you by Brightsword.
- You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Product or the Services or result in Brightswords’ suspension or termination of this engagement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Brightsword in writing, you shall only use and operate one Account. You acknowledge and agree that any misuse of your Account for reasons not attributable to Brightsword shall be to your account and you will be liable for any and all liabilities incurred as a result of such misuse.
- You hereby acknowledge that it is your sole responsibility to ensure that all the Users abide by all terms of this Terms.
- License and Hosting
- In consideration of the Fees paid or payable by you to Brightsword in respect of the Subscription Plan and the Subscription Period that you opt for, Brightsword hereby grants you a revocable, non-exclusive, non-transferable, limited right to access and Use the Product and to avail the Services, for the Term, within the Territory, subject to these Terms and any supplemental terms that may be applicable.
- The Services are being made available to you on a fully hosted basis, i.e., the Product is hosted on the Hosting Servers. You understand and agree that:
- the Hosting Servers are provided by third party partners of Brightsword; and
- such third-party partners have additional terms that are binding on you in the Use of the Services and access to the Product.
Nothing herein shall be deemed to construed to require Brightsword to provide you with the Product on any physical medium.
- Brightsword shall not be restricted (i) from collecting, storing, analysing and using the data related to the Use of the Product and the Services by you; and (ii) from analysing the Customer Data on an pseudonymised basis, for any purpose Brightsword deems appropriate, including but not limited to enhancing the capabilities of the Product and the Services, tracking your usage of the Product and the Services, invoicing you in accordance with the Terms, tracking the Product performance, marketing and sales materials, benchmarking studies and Product development. Such data shall be Brightsword’s Proprietary Information.
- Brightsword shall upon you signing up to the same and making the requisite payment, provide Add-On’s, features or functionalities which may be subject to certain supplemental terms and conditions.
- Intellectual Property Rights
- The Parties agree that you shall at all times retain the title to and the Intellectual Property Rights over the Customer Data.
- You acknowledge that ownership of and title in and to all Intellectual Property Rights in the Product, the Services, Add-On’s and Brightsword Confidential Information, are and shall remain with Brightsword.
- Prohibited Uses:
- You shall not:
- Use the Products and the Services except as provided in these Terms and supplemental terms (if any);
- copy any features, functions or user interfaces/graphics of the Products;
- Use the Product or the Services to post, send, transmit or otherwise make available any unsolicited or unauthorised email messages, advertising, promotional materials, junk mail, spam, or chain letters;
- remove any copyright, trademark or other proprietary notices from any portion of the Product or the Services;
- reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Product or the Services except as expressly permitted by Brightsword;
- permitting Use of the Product or the Services by an unauthorised third party and permitting the Users to share passwords and other authentication credentials;
- building applications that interact with, or combine applications with, the Product which negatively affect the performance of the Product;
- decompile, reverse engineer or disassemble the Product or the Services;
- cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Product or the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Product or the Services or Brightsword systems or any other computer system including by introduction of any virus, Trojan horses, worms, time bombs or such material;
- attempt to gain unauthorized access to or impair any aspect of the Product or the Services or its related systems or networks;
- re-sell, grant any rights to third parties to the Product or the Services, lease, time-share, lend or rent the Services;
- use the Product or the Services to host, download, post, email, store display, upload, modify, publish, transmit, update or share any information including the Customer Data that (A) belongs to any other person and to which you do not have any right to; (B) is threatening, tortious, abusive, harmful, harassing, defamatory, violent, obscene, pornographic, vulgar, explicit, paedophilic, libellous, invasive of another’s privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful or objectionable in any manner whatever; (C) harms minors in any manner; (D) infringes any patent, trademark, copyright or other proprietary rights; (E) violates any law which is in force; (F) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (G) impersonates another person; (H) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
- Customer Data
- You understand that all Customer Data, to the extent permitted by Brightsword, is the sole responsibility of the person from whom such Customer Data originated. This means that you, and not Brightsword, are solely responsible for any Customer Data you upload, download, post, e-mail, transmit, store or otherwise make available through your Use of the Product or the Services. Brightsword does not control the Customer Data, nor does it guarantee the accuracy, integrity or quality of such Customer Data. You understand and agree that your Use of the Product and/or the Service and any Customer Data is solely at your own risk.
- Brightsword shall adhere to reasonable security measures deemed by Brightsword to be appropriate, for the commercial deployment of the Product including, without limitation, using reasonable measures to secure the Customer Data from unauthorised access and modifications.
- While Brightsword shall to the extent it collects, processes, stores and otherwise makes use of the Customer Data comply with applicable laws, you undertake and agree that you shall procure all the consent(s) and approvals necessary, in order to upload or otherwise use Customer Data in your Use of the Product and/or Services and to enable Brightsword to provide the Services to you using the Customer Data.
- You are responsible for backing up, to your own computer or other device, any important documents, images or other User generated content that you store or access via the Service. Brightsword shall use reasonable skill and due care in providing the Service, but Brightsword does not guarantee or warrant that any User generated content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss.
- Third Party Materials
Third Party Materials, if any, with which the Product interoperates, shall be subject to the specific license terms set forth in the respective license agreements governing such Third Party Materials. To the extent that Brightsword has specific license terms agreed upon with the corresponding third parties with respect to one or more items of the Third Party Materials.
- Free Trial Period and Fees
- You shall at the time of creation of your Account, provide certain payment details including your Payment Method as maybe applicable to facilitate your Use of the Product and the Services. Your subscription may commence with a free trial of the Product and Services, at Brightsword’s sole discretion. The free trial period (if made available to you) lasts for a period of 14 (fourteen) days, or as otherwise specified during your Account creation process.
- Brightsword may limit eligibility or duration of the free trial period to prevent free trial abuse. Brightsword reserves the right to revoke the free trial and suspend your Account and your ability to Use the Product and the Services in the event that Brightsword determines that you are not eligible.
- Brightsword will charge you using your Payment Method based on the Subscription Plan and the Subscription Period that you may choose for the Use of the Products and the Services including the Add On’s (“Fees”) at the end of the free trial period unless you cancel your subscription prior to the end of the free trial period. You shall also be charged for those Add On’s that you may choose to avail.
- The Fees for your Use of the Product and Services and any other charges you may incur in connection with the same, will be charged in advance annually or monthly (as the case maybe) in accordance with your Subscription Plan and the Subscription Period on the calendar day corresponding to the commencement of Subscription Period.
- Notwithstanding anything contained in these Terms, the Fees are exclusive of all taxes thereon. You may deduct tax at source at applicable rates. You shall be liable for all transaction taxes on any fees provided under these Terms and supplemental terms (if any) including but not limited to goods and services tax (GST), consumption tax, business tax, service tax, product sales tax and similar taxes.
- Disclaimer of Warranties
- You understand and acknowledge that certain risks are inherent in the transmission of information over the internet. By signing up to these Terms, you have chosen to use the security measures provided by Brightsword even though other security measures are available. While Brightsword uses industry standard information security measures to protect the Product and the Service from viruses and malicious attacks, Brightsword does not represent or guarantee that the Product or the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Brightsword disclaims any liability relating thereto to the extent that such loss, corruption, attack, viruses, interference, hacking, or other security intrusion occur despite Brightsword using the information security measures. Brightsword warrants that, during the term of this Terms, Brightsword will employ commercially reasonable system security measures. Except as expressly set forth in this section, Brightsword makes no representation, warranty, covenant or agreement that its security measures will be effective and neither Brightsword nor its affiliates shall have any liability for the breach of its security measures, or the integrity of the systems or Brightsword’s computer servers, unless caused by the wilful misconduct or gross negligence of its employees.
- The Product and the Services are provided to you on an “as-is” and “as available basis”. Brightsword is not responsible for any failure of the telecommunications network or other communications links utilised to gain access to the Product and/or the Services. Brightsword does not represent that the Product and/or the Services will meet your requirements or that operation of the Product and/or the Services will be uninterrupted or error free.
- You further acknowledge that the Product and the Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Service could lead to death, personal injury, or severe physical or environmental damage.
- BRIGHTSWORD AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIMS AND EXPRESSLY WAIVES ALL OTHER, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF BRIGHTSWORD OR THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OR OF NON-INFRINGEMENT EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE (LIMITED WARRANTY). IN PARTICULAR, BRIGHTSWORD AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE PRODUCT AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE PRODUCT AND/OR THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE.
- Any telecommunication or other links required for the purposes of the Services and your access of the Product shall be procured by you and Brightsword shall have no responsibility for the non-availability or failure of any telecommunication or other links.
- Term Termination and Suspension
- The Terms will come into force on the date of creation of your Account and, unless terminated earlier as per the terms of the Terms, will continue in force.
- Brightsword may terminate these Terms:
- 30 days after Brightsword gives you notice of your breach of any provision of the Terms which breach you do not cure within the 14 days’ notice period; or
- immediately, if you have breached your obligations under clause 5 (Prohibited Use) or clause 11 (Confidential Information) or you file for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
- In accordance with clause 10(c) below.
- In the event your Payment Method fails at the end of the free trial period or you fail to pay the Fees in accordance with the Subscription Plan and the Subscription Period that you have signed up for, Brightsword at its discretion shall allow you to Use the Product and the Services for an additional period of 14 days (“Grace Period”) during which you have the option to make full payment of the Fee that is due. In the event you fail to pay the Fee which is due and outstanding on or before the date on which the Grace Period expires, Brightsword shall suspend your Account and your ability to Use the Product and the Services shall be suspended on and from the date of expiry of the Grace Period. Your Account shall remain suspended 60 days days from the date of expiry of such Grace Period (“Suspension Period”). However, you shall have the ability to re-activate your Account and access your data during such Suspension Period upon payment of all outstanding Fees and late payment fee calculated at the rate of 5%.
- You may terminate these Terms within 60 days of the you giving Brightsword notice of Brightsword’s breach of any provision of the Terms and which breach Brightsword does not cure within the 14 days’ notice period.
- Each Party may terminate the Terms for its convenience upon providing 30 days written notice to the other Party.
- Upon termination of the Terms, you shall be under an obligation to pay any Fees due, up till the date of termination, and the rights granted for Use of the Product and Services shall automatically cease.
- Those provisions, which by their nature are intended to survive the termination of the Terms, shall survive the termination or expiration of the Terms. Notwithstanding any stated in this Terms, Brightsword may, at any time, suspend the Services and/or the Product if in the reasonable opinion of Brightsword: (i) you or any or all Users have breached the terms of the Terms; or (ii) such suspension is required for safety purposes or to prevent a security breach; or (iii) to prevent any irreparable damages or losses to Brightsword or any other third party; or (iv) if any Fees and/or payments are more than fifteen (15) days overdue.
- Confidential Information
- In the course the Terms, the Parties may exchange and/or provide the other Party with access to their Confidential Information. Each Party shall maintain the secrecy of the other Party’s Confidential Information and shall not permit the disclosure or duplication of Confidential Information to any third party other than an employee, agent or representative of the receiving Party who needs such information for the performance of the obligations hereunder. The receiving Party shall ensure that it maintains Confidential Information using security practices and procedures which conform to generally accepted industry standards.
- The obligations with respect to the Confidential Information disclosed pursuant to the Terms shall continue to bind the Parties for a period of five (5) years following the termination or expiry of the Terms. The receiving Party may disclose Confidential Information where the contemplated disclosure is required by applicable law, provided that, where permitted by applicable law, the receiving Party gives the disclosing Party sufficient notice of the disclosure and the reasonable endeavours to maintain the confidentiality of the Confidential Information and discloses only what it must.
- If the receiving Party commits a breach of its obligations related to Confidential Information, in addition to the remedies available to it for breach of contract, the disclosing Party shall be entitled to seek the remedies afforded to it in equity or at law for breach of confidence including injunctive relief without the requirement to post any bond or security.
- Notwithstanding anything here in, information disclosed pursuant to the Terms shall not be deemed to be Confidential Information if the receiving Party can show that such information: (i) was publicly available prior to the disclosure of such Confidential Information or is made publicly available by the disclosing Party without restriction; (ii) was rightfully received by the receiving Party from third parties without accompanying secrecy obligations; (iii) was already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party; or (iv) was independently developed by the receiving Party and the same can be evidenced with written records.
- On termination of the Terms as provided for in Clause 10 above or on request of the disclosing Party, the receiving Party shall return to the disclosing Party, any and all Confidential Information may have been disclosed.
You shall defend, indemnify and hold harmless Brightsword, it’s officers, directors, employees and agents, from and against against any and all claims, damages, obligations, losses, liabilities, debts and costs (including reasonable attorneys’ fees), brought against Brightsword by third parties alleging that (i) (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that you submitted caused damage or is in breach of any applicable laws. Your indemnification obligation under this Section 12 will survive termination of this Terms and your use of the Services.
- Limitation of Liability
- Brightsword shall have no responsibility or liability if (i) the Product and/or the Services are not used in accordance with these Terms and any other supplemental terms and conditions that may apply to your Use of the Product and/or the Services; or (ii) if any defect is caused by your computing environment, or by interfacing third-party software.
- IN NO EVENT SHALL BRIGHTSWORD BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, OR REVENUES, LOSS OF OPERATION TIME, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION, SPECIAL, INDIRECT, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THIS TERMS.
- THE MAXIMUM AGGREGATE AMOUNT THAT YOU OR ANY PARTY CLAIMING THROUGH YOU CAN RECOVER FROM BRIGHTSWORD AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND PROFESSIONAL ADVISORS FOR ALL CLAIMS ARISING FROM, UNDER OR RELATING TO THIS TERMS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED SGD 3000 (THREE THOUSAND ONLY)
Neither Party shall assign its rights, claims or other entitlements under the Terms without prior written consent from the other Party.
- Governing Law and Dispute Resolution
- In the event as you are located in the Territory of India the Terms shall be governed by and construed in accordance with the laws of the Republic of India (without regard to its conflict of laws principles) and subject to clause 15(b), the courts at Bangalore, India shall have sole and exclusive jurisdiction over any dispute that may arise with respect to the Terms.
- In the event you are located in a country outside India, the Terms shall be governed by and construed in accordance with the laws of the Singapore (without regard to its conflict of laws principles) and subject to clause 15(d), the courts at Bangalore, India shall have sole and exclusive jurisdiction over any dispute that may arise with respect to the Terms.
- In the event you are located in India, all disputes arising out of the Terms shall be exclusively resolved by arbitration at Bangalore by a sole arbitrator, mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996 (as amended, supplemented or replaced). The language to be used in arbitral proceedings shall be English.
- In the event that you are located in a country outside India all disputes arising out of the Terms shall be exclusively resolved by arbitration at Singapore by a sole arbitrator, mutually appointed by the Parties, in accordance with the Singapore Arbitration Act, 2001 (as amended, supplemented or replaced). The language to be used in arbitral proceedings shall be English.
- Force Majeure
Neither Party shall be liable to the other for failure or delay in the performance of an obligation, excluding payments due, if such failure or delay is caused by an event beyond the Party’s control, provided that such Party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other Party may terminate the Terms if such condition continues for a period of thirty (30) days.
No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Terms. Further, no waiver shall be effective unless made in writing and signed by an authorised signatory of the waiving Party.
Brightsword may, at its sole discretion, amend the Terms or the supplemental terms from time to time. Unless otherwise set out herein, amendments will be effective upon Brightsword’s posting of such updated Terms on [https://www.brightsword.com/terms]. Your continued access or use of the Product and/or the Services after such posting constitutes your consent to be bound by the Terms, as amended.
If any of the terms in this Terms are held to be invalid, such term shall to the extent of the invalidity be severed from the remaining terms which shall continue to be valid.
All notices and other communications made or required to be given under this Terms shall be in writing and shall be deemed given upon receipt to Brightsword at the address as provided for in the title of this Terms and to you at the address provided by you at the time of Account set up.
- Entire Agreement
This Terms constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes prior written or oral agreements between the Parties.