SERVICE AND LICENSING AGREEMENT
The terms and conditions of this Agreement between REFOCUS E-LEARNING PHILIPPINES CORP.
(hereinafter, the “First Party”) and the customer (hereinafter, the “Second Party”) are as follows:1. DEFINITION OF TERMS
" means the Second Party’s full and unconditional acceptance of the terms of this Agreement by expressing conformity thereto through this website and paying the cost of the services. From the moment of acceptance, the Second Party is considered to have read and agreed to the Agreement in full.
" is an online conference with the participation of representatives of the Second Party and the First Party in real time, which is part of the Course, the exclusive rights to which belong to the First Party.
" are part of the Course, the exclusive rights to which belong to the First Party. The Works include audiovisual works: video tutorials, video lectures, master classes, Webinars, as well as presentations, articles, slides, other graphic and text files, access to which is provided by the First Party.
" is a set of Webinars and Works with a single narrative structure, the exclusive rights to which belong to the First Party.
1.5. "Online services
" refers to cloud services and applications in the internet with limited access rights, on which the Course is hosted. Among other things, Online Services include Trello, Notion, Telegram and Facebook services and applications.
" means providing the Second Party with access to Online Services and the Course, as well as other information and consulting services.
1.7. "Website" - the First Party website, available at https://refocus.me/
, which allows the Second Party to use the Course. The site includes the interface, software, domain name, design, and other elements necessary for proper functioning.2. SUBJECT
2.1. The First Party grants, and the Second Party accepts and pays for a non-exclusive license to use the Course in accordance with the terms of the Agreement (hereinafter referred to as the "License
2.2. The exclusive rights to the Course belong to the First Party and/or other copyright holders.
2.3. The Contractor provides the Course to the Second Party under a License for its use exclusively for personal purposes.
2.4. Methods of using the Course under a License:
2.4.1. usage of the Course and its components for personal and educational needs;
2.4.2 public display of the Course, that is, any demonstration of the original or a copy of the Course only to those third parties who were granted access by the First Party by e-mail; and
2.4.3 import of the Course for the purpose of distribution to those third parties that were agreed with the First Party by e-mail.
2.5. The First Party may grant the License to any person in any part of the world, considering the specifics of the Internet.
2.6. License grant period: from the moment of granting access to Online Services and the Course after receipt of full payment of the cost of Services in accordance with the tariffs specified on the Site, effective on the date of payment, and for the entire period of validity of the exclusive rights to the Course. The Second Party shall have lifetime access to the Online Services and the Course.
2.7. The Second Party is prohibited from:
2.7.1. using the Course and/or its component parts in ways not provided for in the Contract;
2.7.2. copy the Course and/or its component parts, record online broadcasts of Webinars in whole or in part by any means;
2.7.3. to bring the Course and/or its component parts to the attention of persons not agreed with the First Party, by demonstrating, distributing and/or publishing on the Internet, renting or public performance, broadcasting or by cable;
2.7.4. create composite and/or derivative works based on the Course and/or its component parts without the written consent of the First Party;
2.7.5 falsify or delete any information about the copyright holders of the Course and/or its components;
2.7.6. decompile, disassemble, decrypt, and perform other actions with the source code of the Site and Online services;
2.7.7. distort, mutilate, modify, or perform other derogatory action which is prejudicial to the reputation of the First Party and/or other copyright holders;
2.7.8. any other use of the Course and/or its components, except for the permitted or in the case of the copyright holder's express consent to such use, is prohibited without the prior written permission of the copyright holder; and
2.7.9. any use of the Course and/or its components in any manner prohibited by law.
2.8. The First Party’s obligation to provide the License is considered fulfilled from the date of providing access to the Course and Online Services. The First Party begins to provide Services from the moment of receipt of full payment of the cost of Services in accordance with the tariffs indicated on the Website, effective on the date of payment. The First Party provides the Second Party with individual access to Online Services and the Course within fourteen (14) working days after receiving full payment of the cost of Services.
2.9. The Services are provided by the First Party properly and accepted by the Second Party from the date of providing access to the Course and Online Services.3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The First Party undertakes to:
3.1.1. Provide Services in accordance with the Agreement;
3.1.2. Provide the Second Party with access to the Course and Online Services, provided that the Second Party pays for the Services in full; and
3.1.3. Provide consulting support to the Second Party on issues related to access to the Course during the term of the Agreement.
3.2. The First Party has the right to:
3.2.1. Not start providing the Services until the Second Party fulfills its obligation of payment in full;
3.2.2. Involve third parties to provide Services, provided that the First Party is responsible for the actions of third parties as for his own;
3.2.3. To receive from the Second Party the information necessary for the conclusion of the Agreement and the proper provision of Services;
3.2.4. Change the cost of Services provided that the notification is posted on the Website;
3.2.5. Suspend access to the Course and Online Services if this is due to the technical impossibility of using information channels and services that are not the property of the First Party. The First Party is released from liability if it is impossible to provide Services related to the unavailability or suspension of Online Services, as well as access to them;
3.2.6. Change or supplement the terms of the Agreement by publishing such changes or additions to the Agreement on the Website;
3.2.7. Change or supplement the content of the Course and/or Works in any form without the consent of the First Party. In particular, the First Party has the right to change the topics of lectures, Webinars, replace the hosts of Webinars, change the program or duration of Webinars, as well as delete any previously posted Works.
3.3. The Second Party undertakes to:
3.3.1. Pay the cost of Services to the First Party in a timely manner and in full;
3.3.2. Provide reliable, up-to-date information for the conclusion and execution of the Agreement; and
3.3.3. Independently monitor all changes and additions to the Agreement on the Website.
3.4. The Second Party has the right to receive consulting support of the First Party on access to the Course during the entire validity of the Agreement.
3.5. The Second Party guarantees:
3.5.1. That he has read and unconditionally accepted the terms of the Agreement; and
which are an integral part of the Agreement.
3.6. Second Party may share personal data with the First Party when they submit their testimonials regarding First Party services to the First Party, including via forums, chats, message boards or blogs on First Party Site or via other social media. The information the Second Party posts or disclose on the First Party website will become public information, and will be available to the other users of the First Party website and to the general public. If the Second Party provides feedback to the First Party, First Party may use such feedback on its website including association of such feedback with the personal data of the Second Party which was provided to the First Party, including, but not limited to Second Party’s name, image and links to the Second Party’s social accounts (“Personal Data”). Second Party hereby consents for the use and processing of testimonials and feedback provided by it to the First Party as well as publishing of such testimonials and contents on the First Party website or social media pages alongside with Second Party Personal Data for the purpose of disseminating information about the First Party services to the general public.4. COST, PAYMENT, PAYMENT SECURITY
4.2. Full payment must be made within 3 banking days from the date of confirmation of the application for access to the content of the Website by the First Party.
4.3. The cost of Services includes the amount of the First Party’s license fee and is one percent (1%) of the cost of Services.
4.4. The Second Party has the right to apply to the First Party’s partner bank to provide an installment plan for payment for Services. The Second Party undertakes to independently arrange an installment payment for Services through the web interface of the partner bank within three (3) banking days from the moment of confirmation of the application for access to the content of the Website by the First Party.
4.5. The obligation of payment shall be deemed fulfilled from the date the funds are credited to the First Party’s bank account. For this purpose, the fees shall be considered credited once the First Party receives a confirmation from the bank regarding the successful transfer of the funds.
4.6. The personal information to be provided by the Second Party (name, address, phone number, e-mail, bank card number) is confidential and is not subject to disclosure. The card data is transmitted only in encrypted form and is not stored on the First Party’s server. The First Party recommends checking the security of the browser for making payments online.5. INTELLECTUAL PROPERTY
The First Party and/or the copyright holders shall retain ownership of all intellectual properties which they own at the time of the commencement of this Agreement, as well as those that it may create thereafter while performing the Services.6. LIABILITY OF THE PARTIES
6.1. The Parties are liable for non-fulfillment or improper fulfillment of obligations under this Agreement.
6.2. If the Second Party is found guilty of authorizing a third party to access the content of the Course and/or its components without the consent of the First Party, the Second Party is liable to pay the cost of the unauthorized access equivalent to One Hundred Percent (100%) of the value of the Course accessed without authority. The First Party shall notify the Second Party of such liability by sending an email containing evidence of unauthorized access.
6.3. Neither of the Parties to the Agreement is liable to the other Party for non-fulfillment of obligations caused by force majeure circumstances that arose against the will and desire of the Parties, which cannot be foreseen or avoided, including declared or actual war, pandemic, civil unrest, epidemics, blockade, earthquakes, floods, fires, and other natural disasters. A Party that does not fulfill its obligations due to force majeure circumstances must immediately notify the other Party of the obstacle and its impact on the performance of obligations under the Agreement.7. TERMINATION
7.1. The First Party may, at its sole option, terminate this Agreement by giving written notice of termination to the Second Party at least thirty (30) days prior to the date of such termination, but only in the event of occurrence of one or more of the following events:
7.1.1 If by reason of any applicable legislation or act of the governments of the countries of either Party, the performance of any material obligations under this Agreement, the Services is prohibited; or
7.1.2. If for any reason other than the default of the First Party, the Second Party fails or is unable to perform any of its material obligations under this Agreement; or
7.1.3. The Second Party declares bankruptcy, becomes insolvent or assigns its assets for the benefit of its creditors.
7.2. The Second Party may, at its option, terminate this Agreement:
7.2.1. For any reason within a period of fourteen (14) days from the date of payment. If termination under this provision is sought, the Second Party shall send a notice to the First Party via e-mail to email@example.com
indicating sufficient data that would enable the First Party to verify the identity of Second Party; or
7.2.2. In the event that the First Party fails to perform any of its material obligations and such default continues for a period of thirty (30) days after written demand for performance given to the First Party.8. REFUND OF FUNDS
8.1. In case of successful verification of the Second Party’s identity, the refund excluding the commissions/losses which the First Party incurred in providing the Course/Services, shall be made within twenty (20) working days from the date of receipt of the refund application and refund invoice signed by the Second Party, while access to the Course and Online services shall be terminated within one (1) working day from the date of receipt of the refund application.
8.2. The verification period may be extended by the decision of the First Party’s partner bank, which provided the Second Party with an installment plan for payment for Services. The refund period may be extended by the period of verification of the First Party in accordance with the regulations of the partner bank.9. USER CONTENT
9.1. Under this Agreement, the Second Party shall be allowed to share his/her content, such as homework, quizzes, exams, projects, other assignments he/she submits, posts he/she makes in the forums ("User Content"), with the First Party and/or other users. The Second Party retains all intellectual property rights in, and are responsible for, the User Content he/she creates and shares.
9.2. In any case, the Second Party understands that the First Party may use the homework, quizzes, exams, projects and other assignments he/she submits, and post or publish the name of the Second Party on the landing page and/or other advertisement materials in relation to the homework, quizzes, exams, projects and other assignments submitted, for marketing purposes. The Second Party hereby gives his/her consent to the use or publication of his/her homework, quizzes, exams, projects and other assignments, as well as the disclosure of his/her name in the marketing material.
9.3. User Content does not include course content or other materials made available on or placed on to the platform by or on behalf of First Party using the Services or Courses.
9.4. The Second Party is prohibited from submitting User Content to the First Party:
9.4.1. which belong to other individuals or legal entities;
9.4.2. where the rights to the said User Content have already been transferred to third parties;
9.4.3. which are already posted on other sites by the Second Party or third parties; or
9.4.4. which contain matters prohibited by law.10. NO ACADEMIC CREDIT
10.1. The First Party does not grant academic credit for the completion of the Course.
10.2. The First Party or its Instructors have no obligation to have the Courses or Services recognized by any educational institution or accreditation organization.
11. DISCLAIMER OF STUDENT-CONTENT PROVIDER RELATIONSHIP
11.1. Except as described in the Website, nothing in these Terms or otherwise with respect to your participation in any Course: (a) establishes any relationship between the Second Party and the First Party ; (b) enrolls or registers the Second Party in any academic institution; or (c) entitles the Second Party to use the resources of any First party beyond participation in the Course.12. DISCLAIMERS
12.1. To the maximum extent permitted by law, the Services and Courses are provided on an “as is
” basis without warranty of any kind, whether express or implied.
12.2. The First Party specifically disclaims any and all warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, and any warranties arising out of course of dealing or usage of trade.
12.3. The First Party further disclaims any and all liability related to the access of use of the Services or the Course or components thereof.13. LIMITATION OF LIABILITY
13.1. To the maximum extent permitted by law, the First Party shall not be liable for any indirect, incidental, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:
13.1.1. access to or use of or inability to access or use the services;
13.1.2. any conduct or content of any party other than the First Party, including without limitation, any defamatory, offensive or illegal conduct; or
13.1.3. unauthorized access, use or alteration of your content or information without the fault of the First Party.
13.2. The Second Party acknowledges and agrees that the disclaimers and the limitation of liability set forth herein reflect a reasonable and fair allocation of risk between the Second Party and the First Party, and that these limitations are an essential basis for the First Party’s ability to make the Services or Course available to the Second Party in an economically feasible basis.14. INDEMNIFICATION
14.1. The Second Party agrees to indemnify, defend, and hold harmless the First Party from any and all claims, liabilities, expenses, and damages (to the extent attributable to the Second Party under the applicable law), including reasonable attorneys' fees and costs, made by any third party related to:
14.1.1. the Second Party’s use or attempted use of the Services in violation of this Agreement;
14.1.2. the Second Party’s violation of any law or rights of any third party; or
14.1.3. User Content, including, without limitation, any claim of infringement of intellectual property or other proprietary rights.15. MISCELLANEOUS PROVISIONS
15.1. Both Parties shall not directly or indirectly assign, transfer, convey, or in any way encumber their rights and obligations under this Agreement, unless with the express written conformity of the other Party.
15.2. This Agreement may be modified or amended only in writing, duly executed and signed by the Parties herein. The term “Agreement”, as used herein, includes any future written amendments and/or supplements executed in accordance herewith.
15.3. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties shall agree to attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision which achieves to the greatest extent possible the economic objectives of the invalid or unenforceable provision.
15.4. The Parties hereto represent and warrant that each has all the requisite power, legal capacity and authority to enter into this Agreement and to perform each of their respective obligations hereunder in accordance with the terms hereof.
15.5. The Parties hereby agree to reconcile and amicably settle, on a best effort basis, any dispute and/or differences arising from this Agreement.
15.6. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines and the Parties hereby submit themselves exclusively to the appropriate courts of Makati City.
15.7. The Parties warrant that by executing this Agreement, they were duly assisted by their legal counsel and the terms and conditions stipulated herein were explained in a language known to them.
15.8. The signatures of the duly authorized representatives of the Parties are considered incontrovertible proof that they understood the terms and conditions hereof, and that they executed this document voluntarily and without force, intimidation or undue influence being exerted upon them.