LICENSE

1.0 Introduction

1.1 LEARNFLO PREPMASTER is a unique and cutting-edge cloud-based Computer-Based Test (CBT) solution designed and developed by Learnflo HI Limited. for Secondary School leavers who are preparing for Senior Secondary Certificate Examinations (SSCE) [WAEC and NECO] and Unified Tertiary Matriculation Examination (UTME) in Nigeria.

1.2 This License is a legally enforceable contract that governs your access to and use of LEARNFLO PREPMASTER (hereafter referred to as ‘the Product’), and by using the Product, you expressly, unequivocally, and unreservedly declare that you have carefully read, understood, and agree to the terms of this license. Do not use the Product if you object to this license or any part of it.

2.0 Eligibility and Lawful Use

2.1 By using the Product, you warrant that you are not barred from using the Product by any law or regulation in Nigeria.

2.2 You covenant to use the Product in a lawful manner and strict compliance with the terms of this License.

2.3 You agree to indemnify us for any loss or damage we suffer from the failure of this warranty.

3.0 Ownership

3.1 Unless otherwise stated, we and/or our licensors own the intellectual property rights and materials in the Product. This includes all text, formatting (including the arrangement of materials, graphics, animation, tools, features, sound, copy, tradenames, trademarks, logos, domain names and other distinct brand features, images, motion pictures, videos, articles, questions, answers, and other materials (collectively ‘the Content’).

3.2 We do not grant you any right, license, title, or interest in any of our intellectual property you may or may not have access to. Thus, you must not alter, copy, re-design, reproduce, adapt, display, distribute, translate, reverse-engineer, decompile, disassemble, or modify the Product or any part of it.

3.3 Nothing in the Product shall be construed or interpreted as granting any license or right to use any trademark displayed in the Product without our written permission or a third party that may own the trademark.

3.4 You agree to take such action, including executing any document needed to further affirm our intellectual property rights and interests stated above.

4.0 License Grant

4.1 We hereby grant you a non-assignable, non-exclusive, revocable, and renewable (subject to terms) fixed-term license to use the Product in the permitted manner. This license includes all updates, upgrades, new versions, and product replacements.

5.0 Use Restriction

5.1 This License allows you to create as many access accounts for yourself (or your students, if you are a school) as your subscription allows.

6.0 Data Security

6.1 General

6.1.1 We collect personal data (including name, date of birth, email, location, phone no., school, payment information, and other data related to using the Product) from our users when they register to use the Product and while using it.

6.1.2 We use data collected to identify and create unique accounts for each user, improve the Product and user experience, and for marketing purposes.

6.1.3 The data we collect may be processed and stored (for not less than 5 years) outside Nigeria. We take the security of your data seriously and have put in place measures to eliminate or at least reasonably lower the risk of data breaches during the collection, processing, and storage of your data.

6.2.0 Student Users

6.2.1 As an individual user, you certify and agree, fully understanding Clause 6.1 above, that the data you provide under this license is true, correct, and given freely and voluntarily.

6.2.2 You also grant us the express consent to use, reproduce, monitor, process, electronically distribute, display, store (locally or internationally), and do all other things stated in Clause 6.1 above or in compliance with legal requirements, with the data you provide in relation to this License.

6.3.0 School Users

6.3.1 You certify and agree, fully understanding Clause 6.1 above, that the data you provide under this license is true, correct, and given freely and voluntarily.

6.3.2 You agree to comply with all data laws and regulations while collecting the data of all students who will access the Product through your account.

6.3.3 You also agree to obtain all individual consent and permissions required by law, and not falling short of the scope of consent stated in Clause 6.2 above, for the Product’s use by your students.

6.3.4 You hereby grant us a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, monitor, process, electronically distribute, and display your students’ data for all purposes stated in Clause 6.1 above, including for:

a) data analytics of your students’ individual and aggregated performances,

b) marketing the Product,

c) complying with legal requirements such as court orders and law enforcement requests,

d) and any other purposes for which your students have given consent.

7.0 Account Security

7.1 Safeguarding access to your account is your sole responsibility and you agree to comply with all reasonable instructions we may issue regarding account access and security.

7.2 If you share your login credentials with anyone, we will not be liable to you for any loss or damage experienced by you (and/or your students).

7.3 You also covenant to take all reasonable steps to protect the security and access of the devices through which you (and/or your students) access the Product.

8.0 Publicity

8.1 You hereby unequivocally permit us to use your name and/or logo in our marketing materials including, but not limited to, use on our website, customer listings, in interviews and press releases, social media and traditional media adverts, etc. This, however, does not amount to express or implied endorsement of you or your products and services by us.

9.0 Disclaimer

9.1 Whilst we believe that practicing past questions under simulated exam conditions can greatly improve the performance of students in examinations, we do not claim that the Product guarantees such improvement.

10.0 Limitation of Liability

10.1 Under no circumstance shall we be liable for any direct, indirect, incidental, punitive, consequential, special, or exemplary damages resulting from any loss or damage directly or indirectly suffered because of the use of the Product.

11.0 Breach of Terms

11.1 Without prejudice to other rights available to us under this license, we reserve the right to take any action we deem appropriate to deal with any breach of this license, including terminating this license, suspending or prohibiting your access to and use of the Product, or seeking injunctive and other judicial remedies.

12.0 Indemnity

12.1 You agree to defend, indemnify, and hold us, our officers, directors, employees, agents, and licensors harmless from and against any claims, actions, demands, or liabilities including reasonable legal fees, resulting from or alleged to result from your violation of this license.

13.0 Termination

13.1 You can terminate this license by closing your account or discontinue using the Product. We can suspend or permanently terminate your account and access to the Product if you fail to comply with the terms of this license or if we are required by law to do so.

14.0 Modifications and Amendments

14.1 We reserve the right and discretion to modify or amend the terms of this license as the need arises. The most current version of this license will be available on the Product and will automatically apply in governing our relationship with you. By continuing to use the Product after the change becomes effective, you agree to be bound by the revised license. If you object to any of the changes, you must discontinue using the Product immediately.

15.0 Governing Law and Dispute Resolution

15.1 The laws of the Federal Republic of Nigeria govern this license. Where there is any dispute arising from this license or your use of the Product, we will use our best efforts to resolve it amicably. Where an amicable resolution fails within fourteen (14) days, the dispute will be submitted for mediation at the Lagos State Multi-Door Courthouse. Each party shall bear their respective costs in connection with the mediation process.

16.0 Confidential Information

16.1 You agree to not disclose our confidential and proprietary information to third parties. Confidential information includes all information relating to our company, business and the Product (however recorded, preserved or disclosed) discovered by you, or disclosed or made available by us to you at any time and includes records and data of any kind, clients, consumer or supplier lists, business or financial plans, strategies or processes, research, formulae, market surveys or projections, third party contracts, software (including source and object codes), hardware configuration, algorithms, copyrights, patents, patent applications, licenses, branding, designs, drawings, trademarks, trade names, film and television rights, electronic and internet rights, know-how and inventions or other intellectual property rights or assets, and any other information which is designated as “confidential”, “proprietary”, “restricted” or some similar designation; but it shall not include any materials or information that, as evidenced by written records, is:

a) at the time of discovery or disclosure, generally known by or available to the public; or

b) known to you before the time of discovery or disclosure; or

c) furnished to you by a third party who lawfully obtained said information and the lawful right to disclose it.

16.2 Notwithstanding the provisions of this Clause, neither party shall be deemed to have violated this Clause for disclosing Confidential Information pursuant to a subpoena or court order, provided that that party gives the other party prior notice of such subpoena or court order so that the other party has the opportunity to challenge such subpoena or court order before the disclosure is made.

17.0 Miscellaneous Provisions

17.1 Assigning or sub-contracting any of your rights or obligations under this license to any third party is prohibited, however, we reserve the right to transfer, assign, or sub-contract the benefit of the whole or part of any of our rights or obligations under this license to any third party. This license supersedes and extinguishes any previous agreement, written or oral, between you and us concerning the Product. Where any portion of this license is found to be invalid or unenforceable by any court, that invalid or unenforceable part shall be severed from the rest of this license to not invalidate or render unenforceable the rest of this license. All communication and notices required to be in writing may be electronic. Our failure or delay in enforcing any right under this license does not amount to a waiver or forfeiture of such a right. To have effect, waivers must be specific and made in writing.

Having carefully read and thoroughly understood the terms of this License, I agree.