Terms of Use


These Terms of Use ("Terms") were last updated on 29 May 2022.


Straits Consulting Pte Ltd’s (“Straits” or “we” “us” “our”) mission is to improve lives through learning. We enable anyone anywhere to create and share educational content (Instructors) and to access that educational content to learn (Students). We consider our marketplace model the best way to offer valuable educational content to our users. We need rules to keep our services safe for you, us and our Student and Instructor communities. 


Please read these Terms (including our Privacy Policy) prior to registering an account on Strait’s website or using any portion of Strait’s website or mobile applications,TV applications, our API’s (application programming interfaces) and other related services, including accessing any course material, chat rooms or other electronic services (collectively, “Straits Services”).  Our Privacy Policy describes how your personal data is collected and processed when you use Straits Services. 


These Terms, Privacy Policy, Intellectual Property Policy, Trust and Safety Guidelines, Instructor Terms, Promotions Policy are agreements (the Agreements) between you and Straits.  By using Straits Services, you agree to be legally bound by the Agreements, whether or not you are a registered user. If you do not understand or do not wish to be bound by the terms of the Agreements (including the Privacy Policy), you should not use Straits Services. 


Straits reserves the right to modify these Terms at any time without advance notice.  Any changes to these Terms will be effective immediately upon posting on this page, with an updated effective date. By accessing Straits Services after any changes have been made, you signify your agreement on a prospective basis to the modified Terms and all of the changes. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms.


If you publish a course on Straits Services, you consent  to these Agreements and our Instructor Terms. If you are using Straits Services as part of your employer’s Straits Business Learning and Development Program, you should consult our Straits Business Privacy Statement.


By using Straits Services and consenting to these Agreements, you agree to resolve disputes with Straits through binding arbitration (with very limited exceptions, not in court), and you waive certain rights to participate in class actions, as detailed in the Dispute Resolution section.


Table of Contents


1. Accounts

2. Content Enrollment and Lifetime Access

3. Payments, Credits, and Refunds

4. Content and Behavior Rules

5. Strait's Rights to Content You Post

6. Using Straits at Your Own Risk

7. Strait's Rights

8. Subscription Terms

9. Miscellaneous Legal Terms

10. Dispute Resolution

11. Updating These Terms

12. How to Contact Us


1. Accounts


You need an account for most activities on Straits Services.  Keep your password somewhere safe because you're responsible for all activity associated with your account. If you suspect someone else is using your account, let us know by contacting our Support Team. You must have reached the age of consent for online services in your country to use Strait Services.


You need an account for most activities on Straits Services, including to purchase and access content or to submit content for publication. When setting up and maintaining your account, you must provide and continue to provide accurate and complete information, including a valid email address. You have complete responsibility for your account and everything that happens on your account, including any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means you need to be careful with your password. You may not transfer your account to someone else or use someone else's account. If you contact us to request access to an account, we will not grant you such access unless you can provide to us the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that user will be closed.


You may not share your account login credentials with anyone else. You are responsible for what happens with your account and Straits will not intervene in disputes between Students or Instructors who have shared account login credentials. You must notify us immediately upon learning that someone else may be using your account without your permission (or if you suspect any other breach of security) by contacting our Support Team at [email protected] We may request some information from you to confirm that you are indeed the owner of your account.


Students and Instructors must be at least 18 years of age to create an account on Strait Services and to use Straits Services. If you are younger than 18 but above the required age for consent to use online services where you live (for example, 13 in the US or 16 in Ireland), you may not set up an account but we encourage you to invite a parent or guardian to open an account and help you access content that is appropriate for you. If you are below the age of consent to use online services, you may not create a Straits account. If we discover that you have created an account that violates these rules, we will terminate your account. Under our Instructor Terms, you may be requested to verify your identity before you are authorized to submit content for publication on Straits Services.


You can terminate your account at any time. Check the Privacy Policy to see what happens when you terminate your account.

2. Content Enrollment and Lifetime Access


When you enroll in a course or other content on Straits Services, you get a license from us to view the content and for no other use. Don't try to transfer or resell content in any way. We generally grant you a lifetime access license, except when we must disable the content because of legal or policy reasons or for enrollments via Subscription Plans.


Under our Instructor Terms, when Instructors publish content on Straits Services, they grant Straits a license to offer a license to the content to Students. This means that we have the right to sublicense the content to enrolled Students. As a Student, when you enroll in a course or other content, whether it's free or paid content, you are getting a license from Straits to view

the content via Straits Services and Straits is the licensor of record. Content is licensed to you  and not sold to you. This license does not give you any right to resell the content in any manner (including by sharing account information with a purchaser or illegally downloading the content and sharing it on torrent sites).


In legal terms, Straits grants you (as a Student) a limited, non-exclusive, non-transferable license to access and view the content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through Straits Services, in accordance with these Agreements and any conditions or restrictions associated with the particular content or feature of Straits Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any content unless we give you explicit permission to do so in a written agreement signed by a Straits

authorized representative. This also applies to content you can access via any of our APIs.


We generally give lifetime access to Straits Services to our Students when they enroll in a course or other content. However, we reserve the right to revoke any license to access and use of any content at any point in time in the event we decide or are obligated to disable access to the content due to legal or policy reasons, for example, if the course or other content you enrolled in is the object of a copyright complaint, or if we determine it violates our Trust & Safety Guidelines. This lifetime access license does not apply to enrollments via Subscription Plans or to add-on features and services associated with the course or other content you enroll in. For example, Instructors may decide at any time to no longer provide teaching assistance or Question and Answer services in association with the content. To be clear, the lifetime access is to the course content but not to the Instructor.


Instructors may not grant licenses to their content to Students directly and any such direct license shall be null and void and a violation of these Terms.


3. Payments, Credits, and Refunds


When you make a payment, you agree to use a valid payment method. If you aren't happy with the content, Straits offers a 30-day refund or credit for most content purchases.


Pricing


The prices of content listed on Straits Services  are determined based on the terms of the Instructor Terms and our Promotions Policy. In some instances, the price of content offered on StraitsServices may not be exactly the same as the price offered on our mobile or TV applications, due to mobile platform providers' pricing systems and their policies around implementing sales and promotions.


We occasionally run promotions and sales for our content, during which certain content is available at discounted prices for a set period of time. The price applicable to the content will be the price at the time you complete your purchase of the content (at checkout). Any price offered for particular content may also be different when you are logged into your account from the price available to users who aren't registered or logged in,  because some of our promotions are available only to new users.


If you are logged into your account, the listed currency you see is based on your location when you created your account. If you are not logged into your account, the price currency is based on the country where you are located. We do not enable users to see pricing in other currencies.


Straits is registered to collect and report GST in Singapore.  Students purchasing from Straits are responsible for paying all taxes and fees associated with their purchases.


If you are a Student located in a country where use and sales tax, goods and services tax, or value added tax is applicable to consumer sales, we are responsible for collecting and remitting that tax to the proper tax authorities. Depending on your location, the price you see may include such taxes, or tax may be added at checkout.


Payments


You agree to pay the fees for content that you purchase and you authorize us to charge your debit or credit card or process other means of payment (such as Stripe or Paypal) for those fees. Straits works with payment service providers to offer you the most convenient payment methods in your country and to keep your payment information secure. We may update your payment methods using information provided by our payment service providers. Check out our Privacy Policy for more details.


When you make a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you still get access to the content you are enrolling in, you agree to pay us the corresponding fees within thirty (30) days of notification from us. We reserve the right to disable access to any content for which we have not received adequate payment.


 Refunds and Refund Credits


If the content you purchased is not what you were expecting, you can request, within 30 days of your purchase of the content, that Straits apply a refund to your account. This refund option does not apply to Subscription Plan purchases. We reserve the right to apply your refund as a refund credit or a refund to your original payment method, at our discretion, depending on capabilities of our payment service providers, the platform from which you purchased your content (website, mobile or TV app), and other factors. No refund is due to you if you request it after the 30-day guarantee time limit has passed. However, if the content you previously purchased is disabled for legal or policy reasons, you are entitled to a refund beyond this 30-day limit. Straits also reserves the right to refund Students beyond the 30-day limit in cases of suspected or confirmed account fraud.


To request a refund, follow the steps in your account payment history. As detailed in the Instructor Terms, Instructors agree that Students have the right to receive these refunds.


If we decide to issue refund credits to your account, they will be automatically applied towards your next content purchase on Straits Services, but can't be used for purchases in our mobile or TV applications. Refund credits may expire if not used within the specified period and have no cash value, in each case unless otherwise required by applicable law.


At our discretion, if we believe you are abusing our refund policy, such as if you've consumed a significant portion of the content that you want to refund or if you've previously refunded the content, we reserve the right to deny your refund, restrict you from other future refunds, ban your account, and/or restrict all future use of Straits Services. If we ban your account or disable your access to the content due to your violation of these Agreements (including  our Trust & Safety Guidelines,) you will not be eligible to receive a refund.


 Gift and Promotional Codes


Straits or our partners may offer gift and / or  promotional codes to Students. Certain codes may be redeemed for gift or promotional credits applied to your Straits account, which then may be used to purchase eligible content on Straits Services, subject to the terms included with your codes. Other codes may be directly redeemable for specific content. Gift and promotional credits can't be used for purchases in our mobile or TV applications.


These codes and credits, as well as any promotional value linked to them, may expire if not used within the period specified in your Straits account. Gift and promotional codes offered by Straits may not be refunded for cash, unless otherwise specified in the terms included with your codes or as required by applicable law. Gift and promotional codes offered by a partner are subject to that partner's refund policies. If you have multiple saved credit amounts, Straits may determine which of your credits to apply to your purchase. 


4. Content and Behavior Rules


You can only use Straits for lawful purposes. You're responsible for all the content that you post on Straits Services. You should keep the reviews, questions, posts, courses and other content you upload in line with our Trust & Safety Guidelines and the law, and respect the intellectual property rights of others. At our discretion, we can ban your account for repeated or major offenses. If you think someone is infringing your copyright on Straits Services, let us know.


You may not access or use Straits Services or create an account for unlawful purposes. Your use of Straits Services and behavior on our website and other platforms must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you.


If you are a Student, Straits Services enables you to ask questions of the Instructors of courses or other content you are enrolled in and to post reviews of content. For certain content, the Instructor may invite you to submit content as "homework" or tests. Don't post or submit anything that is not your’s.


If you are an Instructor, you can submit content for publication on Straits Services and you can also communicate with the Students who have enrolled in your courses or other content. In both cases, you must abide by the law and respect the rights of others: you cannot post any course, question, answer, review or other content that violates applicable local or national laws or regulations of your country. You are solely responsible for any courses, content and actions you post or take via Straits Services and their consequences. Make sure you understand all the copyright restrictions set forth in the Instructor Terms before you submit any content for publication on Straits Services.


If we are put on notice that your course or content violates the law or the rights of others (for example, if it is established that it violates intellectual property or image rights of others, or is about an illegal activity), if we discover that your content or behavior violates our Trust & Safety Guidelines, or if we believe your content or behavior is unlawful, inappropriate, or objectionable (for example if you impersonate someone else), we may remove your content from Straits Services. Straits complies with copyright laws. Check out our Intellectual Property Policy for more details.


Straits has discretion in enforcing these Agreements. . We may restrict or terminate your permission to use Straits Services or ban your account at any time, with or without notice, for any or no reason, including for any violation of these Agreements, if you fail to pay any fees when due, for fraudulent chargeback requests, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, if we suspect that you engage in fraudulent or illegal activities or for any other reason in our sole discretion. Upon any such termination, we may delete your account and content and we may prevent you from further access to Straits Services  and use of Straits Services. Your content may still be available on Straits Services even if your account is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, removal of your content or blocking of your access to Straits Services.


If a user has published content that infringes your copyright or trademark rights, please let us know. Our Instructor Terms require our instructors to follow the law and respect the intellectual property rights of others. For more details on how to file a copyright or trademark infringement claim with us, see our Intellectual Property Policy.


5. Strait's Rights to Content You Post


In legal language, by submitting or posting content on or through Straits Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content (including your name and image) in any and all media or distribution methods (existing now or later developed). This includes making your content available to other companies, organizations, or individuals who partner with Straits for the syndication, broadcast, distribution, or publication of content on other media, as well as using your content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power and authority necessary to authorize us to use any content that you submit. You also agree to all such uses of your content with no compensation paid to you.


In laymen’s terms, the content you post as a Student or Instructor (including courses) remains yours.  You retain ownership of the content you post to our platforms. By posting courses and other content, you allow Straits to reuse and share the courses and content  but you do not lose any ownership rights you may have over your content. If you are an Instructor, be sure to understand the content licensing terms that are detailed in the Instructor Terms.


Straits is allowed to share your content with anyone through any media, including promoting it via advertising on other websites.


When you post content, comments, questions, reviews and when you submit to us ideas and suggestions for new features or improvements, you authorize Straits to use and share this content with anyone, distribute it and promote it on any platform and in any media and to make modifications or edits to it as Straits sees fit.


6. Using Straits at Your Own Risk


Anyone can use Straits Services to create and publish content  and we enable Instructors and Students to interact for teaching and learning purposes. Like other platforms where people can post content and interact, some things can go wrong and you use Straits Services at your own risk.


By using Straits Services, you may be exposed to content that you consider offensive, indecent, or objectionable. Straits has no responsibility to keep such content from you and no liability for your access or enrollment in any course or other content, to the extent permissible under applicable law. This also applies to any content relating to health, wellness, and physical exercise. You acknowledge the inherent risks and dangers in the strenuous nature of these types of content and by accessing such content you choose to assume those risks voluntarily, including risk of illness, bodily injury, disability, or death. You assume full responsibility for the choices you make before, during, and after your access to the content.


When you interact directly with a Student or an Instructor, you must be careful about the types of personal information that you share. While we restrict the types of information Instructors may request from Students, we do not control what Students and Instructors do with the information they obtain from other users on Straits Services. You should not share your email or other personal information about you for your safety.


We do not hire or employ Instructors nor are we responsible or liable for any interactions involved between Instructors and Students. We are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of Instructors or Students.


When you use Straits Services, you will find links to other websites that we don't own or control. We are not responsible for the content or any other aspect of these third-party sites, including their collection of information about you. You should also read their terms and conditions and privacy policies.


7. Straits Rights


In laymen’s terms, we own Straits Services, including the website, present or future apps and services, and things like our logos, API’s, code, and content. You can't tamper with those or use them without authorization.


In legal terms, all right, title, and interest in and to Straits Services, including our website, our existing or future applications, our APIs, databases and the content our employees or partners submit or provide through Straits Services (but excluding content provided by Instructors and Students) are and will remain the exclusive property of Straits and its licensors. Straits Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing gives you a right to use Strait’s name or any of the Strait’s trademarks, logos, domain names and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Straits or Straits Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.


When accessing Straits Services you agree you will not: 



8. Subscription Terms


This section covers additional terms that apply to your use of our subscription-based collections as a student ("Subscription Plans"). By using a Subscription Plan, you agree to the additional terms in this section. Note that use of Straits Services is not wholly subject to these Terms, but is instead governed by the agreement between Straits and the subscribing organization.


1.    Subscription Plans


During your subscription to a Subscription Plan, you get a limited, non-exclusive, non-transferable license from us to access and view the content included in that Subscription Plan via Straits Services. With the exception of the lifetime access license grant, the terms included in the "Content Enrollment and Lifetime Access" section above apply to enrollments via Subscription Plans.


The subscription that you purchase or renew determines the scope, features and price of your access to a Subscription Plan. You may not transfer, assign, or share your subscription with anyone else.   


We reserve the right to revoke any license to use the content in our Subscription Plans for legal or policy reasons at any time and at our sole discretion, such as if we no longer have the right to offer the content through a Subscription Plan. Additional information on our right to revoke is included in the "Content Enrollment and Lifetime Access" section.


2.    Account Management


You may cancel your subscription by following the steps outlined on our Support Page. If you cancel your subscription to a Subscription Plan, your access to that Subscription Plan will automatically end on the last day of your billing period. On cancellation, you will not be entitled to receive a refund or credit of any fees already paid for your subscription, unless otherwise required by applicable law. For clarity, cancellation of a subscription does not terminate your Straits account.


3.    Free Trials & Renewals


Your subscription may start with a free trial. The duration of the free trial period of your subscription will be specified during sign-up. Straits determines free trial eligibility at our sole discretion and may limit eligibility or duration. We reserve the right to terminate the free trial and suspend your subscription if we determine that you aren't eligible.


We will charge the subscription fee for your next billing cycle at the end of the free trial period. Your subscription will automatically renew according to your subscription settings (e.g., monthly or annually) unless you cancel your subscription prior to the end of the free trial period. For more information on how to view applicable fees and dates of your free trial period, visit our Support Page.


4.    Payments and Billing


The subscription fee will be listed at the time of your purchase. You can visit our Support Page to learn more about where to find the fees and dates applicable to your subscription. We may also be required to add taxes to your subscription fee as described in the "Payments, Credits, and Refunds" section above. Payments are non-refundable and there are no refunds or credits for partially used periods, unless otherwise required by applicable law. Depending on where you are located, you may qualify for a refund. See our Refund Policy for Subscription Plans for additional information.


To subscribe to a Subscription Plan, you must provide a payment method. By subscribing to a Subscription Plan and providing your billing information during checkout, you grant us and our payment service providers the right to process payment for the then applicable fees via the payment method we have on record for you. At the end of each subscription term, we will automatically renew your subscription for the same length of term and process your payment method for payment of the then applicable fees.


In the event that we update your payment method using information provided by our payment service providers (as described in the "Payments, Credits, and Refunds" section above), you authorize us to continue to charge the then applicable fees to your updated payment method.


If we are unable to process payment through the payment method we have on file for you, or if you file a chargeback disputing charges made to your payment method and the chargeback is granted, we may suspend or terminate your subscription.


We reserve the right to change our Subscription Plans or adjust pricing for Straits Services at our sole discretion. Any price changes or changes to your subscription will take effect following notice to you, except as otherwise required by applicable law.


5.    Subscription Disclaimers


We make no guarantees as to the availability of any specific content in any Subscription Plan or as to any minimum amount of content in any Subscription Plan. At any point in the future, we reserve the right to offer or cease to offer additional features to any Subscription Plan, or to otherwise modify or terminate a Subscription Plan at our sole discretion. These disclaimers are in addition to those listed in the "Disclaimers" section below.


9. Miscellaneous Legal Terms


These Terms and Agreements are like any other contract and they have important legal terms that protect us from the countless things that could happen and that clarify the legal relationship between us and you.


Binding Agreement


You agree that by registering, accessing or using Straits Services, you are agreeing to enter into a legally binding contract with Straits. If you do not agree to these Terms, do not register, access Straits Services or otherwise use any of Straits Services.


If you are an Instructor accepting these Terms and using Straits Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.


Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language version will prevail in the event there is any conflict.


These Terms (including the Agreements) constitute the entire agreement between you and Straits (which include, if you are an Instructor, the Instructor Terms and the Promotions Policy).


If any part of these Terms is found to be invalid or unenforceable by applicable law, then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.


Even if we delay in exercising our rights or fail to exercise a right in one case, it doesn't mean we waive our rights under these Terms and we may decide to enforce them in the future. If we decide to waive any of our rights in a particular instance, it doesn't mean we waive our rights generally or in the future.


The following sections shall survive the expiration or termination of these Terms: Sections 2 (Content Enrollment and Lifetime Access), 5 (Strait's Rights to Content You Post), 6 (Using Straits at Your Own Risk), 7 (Strait’s Rights), 8.5 (Subscription Disclaimers), 9 (Miscellaneous Legal Terms), 10 (Dispute Resolution).


Disclaimers


In laymen’s terms, it may happen that Straits Services is down, either for planned maintenance or because something goes down with the site. It may happen that one of our Instructors is making misleading statements in their content. It may also happen that we encounter security issues. These are just examples. You accept that you will not have any recourse against us in any of these types of cases where things don't work out right. 


In legal language, Straits Services and the content are provided on an "as is" and "as available" basis. We (and our affiliates, suppliers, partners, and agents) make no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of Straits Services or their content, and expressly disclaim any warranties or conditions (express or implied), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We (and our affiliates, suppliers, partners, and agents) make no warranty that you will obtain specific results from use of Straits Services. Your use of Straits Services (including any content) is entirely at your own risk. Some jurisdictions don't allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.


We may decide to cease making available certain features of Straits Services at any time and for any reason. Under no circumstances will Straits or its affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features.


We are not responsible for delay or failure of our performance of any of Straits Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; pandemic; electrical, internet, or telecommunication outage; or government restrictions or sanctions.


Limitation of Liability


There are risks inherent to using Straits Services. For example, if you access health and wellness content like yoga and you injure yourself, you fully accept these risks and you agree that you will have no recourse to seek damages against us even if you suffer loss or damage from using Straits Services. 


In legal language, to the extent permitted by law, Straits (and our group companies, suppliers, partners, and agents) will not be liable for any indirect, incidental, punitive, or consequential damages (including loss of data, revenue, profits, or business opportunities, or personal injury or death), whether arising in contract, warranty, tort, product liability, or otherwise, even if we've been advised of the possibility of damages in advance. Our liability (and the liability of each of our group companies, suppliers, partners, and agents) to you or any third parties under any circumstance is limited to United States Dollars one hundred ($100). Some jurisdictions don't allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above may not apply to you.


 Indemnification


If you behave in a way that gets Straits in legal trouble, we may exercise legal recourse against you. You agree to indemnify, defend (if we so request), and hold harmless Straits, our group companies, and their officers, directors, suppliers, partners, and agents from and against any and all third-party claims, demands, losses, damages, or expenses (including reasonable attorney fees) arising from (a) the content you post or submit, (b) your use of Straits Services (c) your violation of these Terms, or (d) your violation of any rights of a third party. Your indemnification obligation will survive the termination of these Terms and your use of Straits  Services.


Governing Law and Jurisdiction


If you are a Student or are accessing Straits Services as an Instructor, you agree that the Agreements and any claim or dispute arising out of or relating to the Agreements or any content or service obtained from or through Straits Services will be governed by the laws of Singapore, excluding its conflicts of law provisions.  You agree that all claims and disputes will be heard and resolved exclusively in the law courts of Singapore.  You consent to the personal jurisdiction of these courts over you for this purpose and you waive or agree not to assert any objection to such proceedings in these courts, (including any defence or objection of lack of proper jurisdiction or venue of inconvenience of forum).


For the sake of clarity, in cases where the "Dispute Resolution" section below doesn't apply to you, you consent to the exclusive jurisdiction and venue of the Singapore Courts of Law.


 Legal Actions and Notices


No action, regardless of form, arising out of or relating to the Agreements may be brought by either party more than one (1) year after the cause of action has accrued, except where this limitation cannot be imposed by law. Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail return receipt requested, or email (by us to the email associated with your account or by you to [email protected]).


Relationship Between Us


You agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.


 No Assignment


You may not assign or transfer these Terms (or the rights and licenses granted under them). For example, if you registered an account as an employee of a company, your account cannot be transferred to another employee. We may assign these Terms (or the rights and licenses granted under them) to another company or person without restriction. Nothing in these Terms confers any right, benefit, or remedy on any third-party person or entity. You agree that your account is non transferable and that all rights to your account and other rights under these Terms terminate upon your death.


Sanctions and Export Laws


You warrant that you (as an individual or as a representative of any entity on whose behalf you use Straits Services) aren't located in, or a resident of, any country that is subject to applicable U.S. or E.U trade sanctions or embargoes (such as Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine or Russia). You also warrant that you aren't a person or entity who is named on any U.S. government specially designated national or denied-party list.


If you become subject to such a restriction during the term of any agreement with Straits, you agree to  notify us within 24 hours and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to Straits).


You may not access, use, export, re-export, divert, transfer or disclose any portion of Straits Services or any related technical information or materials, directly or indirectly, in violation of any United States and other applicable country’s export control and trade sanctions laws, rules and regulations. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled under such laws.


10.  Dispute Resolution


This Dispute Resolution section applies only if you live in Singapore. Most disputes can be resolved, so before bringing a formal legal case, please first try contacting our Support Team.

Our Support Team is happy to help resolve any issue. If that doesn't work and you live in Singapore your options are to go to the small claims tribunal or similar tribunal or bring a claim in binding arbitration; you may not bring that claim in another court or participate in a non-individual class action claim against Straits.



(i) Small Claims


If you live in Singapore, either party can bring a claim in the small claims tribunal or similar tribunal in Singapore. 


(ii) Going to Arbitration


If we can't resolve our dispute amicably and you live in Singapore, you and Straits agree to resolve any claims related to these Terms (or the Agreements) through final and binding arbitration in Singapore, regardless of the type of claim or legal theory. If one of us brings a claim in court that should be arbitrated and the other party refuses to arbitrate it, the other party can ask a court to force us both to go to arbitration (compel arbitration). Either of us can also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.


(iii) Arbitration Process


Any dispute arising out of or in connection with the Agreements, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. 


The seat of the arbitration shall be Singapore. 


The Tribunal shall consist of one arbitrator. 


The language of the arbitration shall be English. 


The Agreements are governed by the laws of Singapore.



(iv) No Class Actions


We agree we can each only bring claims against the other on an individual basis. This means: (a) neither Straits or you can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator can't combine multiple people's claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator's decision or award in one person's case can only impact that user, not other users, and can't be used to decide other users' disputes. If a court decides that this "No class actions" clause isn't enforceable or valid, then this "Dispute Resolution" section will be null and void, but the rest of the Terms will still apply.


Changes


Notwithstanding the "Updating these Terms" section below, if Straits changes this "Dispute Resolution" section after the date you last indicated acceptance to these Terms, you may reject any such change by providing Straits written notice of such rejection by mail or hand delivery to Straits Consulting Pte Ltd  25 Blair Road, Singapore 089925, or by email from the email address associated with your Account to [email protected], within 30 days of the date such change became effective, as indicated by the "last updated on" language above. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Straits in accordance with the provisions of this "Dispute Resolution" section as of the date you last indicated acceptance to these Terms.



11. Updating These Terms


From time to time, Straits may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Straits reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If Straits makes any material changes, we will notify you using prominent means, such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise. 


Your continued use of Straits Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.


12. How to Contact Us


The best way to get in touch with us is to contact our Support Team or at [email protected]. We'd love to hear your questions, concerns, and feedback about Straits Services.


Thanks for teaching and learning with us!



 


Intellectual Property Policy

This Intellectual Property Policy was last updated on 29 May 2022.

Straits Consulting Pte Ltd (“Straits” or “we”, “us”, or “our”) ) mission is to improve lives through learning. We enable anyone anywhere to create and share educational content (Instructors) and to access that educational content to learn (Students). We consider our marketplace model the best way to offer valuable educational content to our users. We host hundreds of courses on our online learning marketplace. Our marketplace model means we don’t review or edit the content for legal issues, and we aren’t in a position to determine the legality of the content. However, Straits respects the intellectual property rights of others and expects Instructors on Strait’s website or using any portion of Strait’s website or mobile applications,TV applications, our API’s (application programming interfaces) and other related services, including accessing any course material, chat rooms or other electronic services (collectively, “Straits Services”) to do the same. When Instructors post content on Straits Services, they make the promise that they have the necessary authorization or rights to use that content.

Infringing activity is not tolerated on or through Straits Services.

This policy addresses what we do in the event of copyright takedown notices from content owners and trademark takedown notices from trademark owners with respect to the content on Straits Services. The policy also addresses what we do when Straits Services Instructors’ courses are copied on third-party platforms without their consent.

Copyright Takedown Notices

Straits’s policy is to remove content from Straits Services when it is reported as infringing in a copyright takedown notice received from the owner of the original content. It’s also our policy to remove all content from any Instructor who’s determined to be a repeat infringer (for whom Straits has received more than two valid copyright takedown notices). We reserve the right to terminate an Instructor’s account at any time, including when they post content in violation of the copyrights of others.

How to File a Copyright Takedown Notice

If you’d like to report content on Straits Services and if you are the owner or the designated agent of the owner of the rights to the content that you believe the content is infringing, the most efficient way is to use this copyright complaint form (form in English only). You may also submit notices of alleged copyright infringement to our designated copyright agent, identified below.

Before you submit a copyright takedown notice, please remember these important things:

  1. We cannot process a copyright claim that is not submitted by the owner of the copyright or its designated agent. This is because we have no way of knowing whether the Instructor who published the content you are reporting has received proper permission from the owner to use the content. We’ll ask you to provide an electronic signature to confirm that you’re the copyright owner or have authority to represent the copyright owner (including if the copyright owner is an organization). If you don’t own the content that you’re reporting, you’re welcome to reach out to the owner and provide them with Strait’s copyright complaint form.

  2. Knowingly submitting a false or misleading copyright takedown notice is illegal and you could be held liable and have to pay damages as a result. Straits reserves the right to seek damages from anyone who submits a notification of claimed infringement in violation of the law.

  3. Consider whether the use of your material in the content is “fair use.” Copyright law includes a “fair use” exception for certain uses of copyrighted content that are considered to be in the public interest. Before you submit a copyright claim, make sure that use of the copied content does not qualify as fair use. Fair use covers things like criticism, commentary, news reporting, and research. In considering whether the content’s use of your material qualifies as fair use, you should look at:

    • The purpose of the use (whether the content is paid or unpaid, whether the content critiques/parodies/transforms your material)

    • The type of copyrighted work being used (whether your work is factual or creative)

    • The portion being used (whether the content uses small, necessary excerpts of your material or substantial portions of it)

    • The effect on the market for your material (whether potential buyers would purchase the content instead of your material)

  4. There are types of content that aren’t protected by copyright. Copyright law doesn’t cover short phrases (like business names, book titles, and slogans), intangible concepts (like processes, ideas, and recipes), or facts. Before you submit a copyright claim, make sure that the copied content is indeed protected by copyright. If you need to report a trademark violation, please follow the steps outlined in the How to Submit a Trademark Takedown Notice section below.

  5. Your copyright claim has to be sufficiently substantiated for us to be able to address it.This means:

    • You provide sufficient information for us to contact you, including your full legal name, an email address, physical address, and (optional) telephone number;

    • If you’re filing a notice on behalf of an organization, you include the name of the organization and your relationship to the organization;

    • You precisely identify the original copyrighted material or, if multiple copyrighted works are covered in your notification, you provide a sufficiently representative list of such original material (such as a URL where the material is located);

    • You provide sufficient information for us to locate the reportedly infringing content on the Straits platform (the URL on our website and the exact name of the course and instructor); and

    • You add a statement saying: “I declare, under penalty of perjury, that the information in this complaint is accurate and that I am the copyright owner or am authorized to act on the copyright owner's behalf and I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”.

Counter-Notification

If we receive a valid copyright takedown notice, we’ll send a copy of that notice to the instructor who posted the reported content along with a notification that: (1) the content was reported for copyright infringement and (2) we’re removing the content from the Straits platform. We’ll also attach a form that the instructor can fill in and send back to us to submit a counter-notification. If your content has been reported for copyright infringement and removed from the Straits platform, and if you believe we made a mistake or that you have permission from the owner of the reported content to use such content, then you may send us a counter-notification.

Knowingly submitting a false or misleading counter-notification to a claim of infringement is illegal and you could be held liable and have to pay damages as a result. Straits reserves the right to seek damages from any party that submits a counter-notification of claimed infringement or counter-notification in violation of the law.

The best way to provide us with a counter-notification is to fill in the form we provided you and send it back to the Straits designated agent or the copyright team member who notified you. To be effective, a counter-notification must be in writing and include the following information:

Trademark Takedown Notices

Straits’s policy is to remove content from our platform when it’s reported and found to be infringing a third-party trademark. If you’re a trademark owner or a trademark owner’s authorized representative, you may submit trademark takedown notices to Straits. Straits reserves the right to terminate an instructor’s account at any time, including when they post content in violation of the trademark rights of another from its marketplace.

How to Submit a Trademark Takedown Notice

The fastest and easiest way to submit a trademark takedown notice to us is to use this trademark complaint form. Please note that a copy of your notice will be sent to the uploader of the content you are reporting.

Before you submit a trademark takedown notice, please remember these important things:

  1. Your trademark claim has to be sufficiently substantiated for us to be able to address it.This means your communication must include substantially the following:

    • Your complete contact information (full name, mailing address, and email or phone number);

    • The specific word, symbol, etc. for which you claim trademark rights;

    • The basis for your claim of trademark rights (such as a national or community registration), including registration number, if applicable;

    • The country or jurisdiction in which you claim trademark rights;

    • The category of goods and/or services for which you assert rights;

    • Precise location(s) in the reported course URL(s) where your registered trademark can be found;

    • A description of how you believe this content infringes your trademark;

    • If you are not the rights holder, an explanation of your relationship to the rights holder;

    • The following statement: “I have a good faith belief that use of the trademark as described above in the manner complained of is not authorized by the trademark owner, its agent, or the law.”;

    • The following statement: "The information in this notice is accurate, and I declare, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner of a trademark that is allegedly infringed.";

    • The following statement: “I agree that Straits may forward my complaint, including my contact information, to the affected user.”; and

    • Your electronic signature ("/s/" followed by your full name, e.g., "/s/ Jane Doe") or physical signature.

  2. Submitting a false or misleading claim of infringement could result in liability for you.Straits reserves the right to seek damages from any party that submits a false or misleading notification of claimed trademark infringement.

  3. Consider whether the use of your trademark in the content is “fair use”. Trademark law protects the use of a name or brand for selling products and services, with the goal of preventing consumer confusion. Most countries’ laws include an exception for “fair use”, which allows others to use a trademark for factually referencing the trademarked product or service, or commenting on or criticizing the mark. Consider the likelihood that others would be confused into thinking that your company or brand had created or is sponsoring the content. Before you submit a trademark claim, make sure that use of your trademark in the content does not qualify as fair use.

Infringement of your Straits Content on Third-Party Platforms

We understand that when you post and make available your content on the Straits platform, you want to make sure that you won’t find that content offered on another platform without your permission. To help combat copyright infringement and piracy affecting courses of our instructors, we’ve partnered with an anti-piracy vendor to seek instances of infringement and to have them removed from most major search engines to stop traffic going forward.

In the event you find your course available on another platform without your permission, please fill out the third-party piracy reporting form so that we can pursue action.

Designated Agent Contact Information

Straits’s Designated Agent for notices of reported infringement can be contacted in the following manner:

 



Trust and Safety Guidelines

Straits is founded on core values centered around the exchange of knowledge from Instructors to Students. We are committed to empowering highly knowledgeable everyday, real-world experts to provide an amazing learning experience for a global community of students.

It is up to all of us here at Straits to live these values: Instructors, Students and the Straits team. When we live these values, we continue to create a thriving, sustainable marketplace where anyone can truly learn anything online — and have a great time doing it.


Who Forms our Community?


Students – Our Students come to Straits to have an engaging learning experience where they have access to a huge variety of topics from real-world experts, who practice these skills.


Instructors – Our Instructors are an inspiring bunch who love to teach. They come to Straits because of the opportunity to impact millions of students across the world, and for access to the tools, platform, and coaching that enables them to create high-quality courses.


What are the Ground-Rules?


1) Don’t spam


Students come to Straits to have a safe and engaging learning experience and instructors teach for the love of sharing knowledge. Instructors: Once you’re on the Straits website, don’t try to sell other products or spam each other with requests and offers.


2) Don’t game the system

·       For Instructors: Don’t direct Straits students away from Straits website, push the envelope on what is and is not allowed, or search for loopholes in policies. We want our community of Students to grow, as does every other Instructor. When you game the system, the whole community loses out on having a common pool of engaged students who want to learn.

·       For Students: Don’t harass Instructors, ask for free coupons, or offer reviews in exchange for things. The community relies on a healthy interaction between Students and Instructors, as well as honest student feedback to understand which courses are right for them.


3) Keep it professional


Our Instructors actively collaborate and communicate with each other and Students and Instructors have healthy and vibrant discussions through the course-taking experience. We ask that, in connection with those relationships, you’re respectful, honest and considerate with Students, Instructors, and Strait’s staff. Be a positive member of the Straits community. Never ask for personal information or post unoriginal content as your own.


4) If you see something, say something


If anything you see or experience ever seems like a violation, or you are unsure about a policy, just let us know by emailing [email protected]. Someone on our team will review every report, answer your questions, and determine whether there has been a violation of our policies.


We’re here to help you understand our policies and be successful on Straits.

 


 

Instructor Terms

 

These Instructor Terms were last updated 29 May 2022.

 

When you sign up to become an instructor on the Straits platform, you agree to abide by these Instructor Terms ("Terms"). These Terms cover details about the aspects of  Straits Services relevant to instructors and are incorporated by reference into our Terms of Use, the general terms that govern your use of Straits Services. Any capitalized terms that aren't defined in these Terms are defined as specified in the Terms of Use.

 

As an Instructor, you are contracting directly with Straits Consulting Pte Ltd.. (a Singapore corporation), regardless of whether another Straits subsidiary facilitates payments to you.


1.     Instructor Obligations

 

As an Instructor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, labs, assessments, and announcements ("Submitted Content").

 

You represent and warrant that:


 

You warrant that you will not:


 

2. License to Straits

 

You grant Straits the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted Content. This includes the right to add captions or otherwise modify Submitted Content to ensure accessibility. You also authorize Straits to sublicense these rights to your Submitted Content to third parties, including to students directly and through third parties such as resellers, distributors, affiliate sites, deal sites, and paid advertising on third-party platforms.

 

Unless otherwise agreed (including within our Promotions Policy), you have the right to remove all or any portion of your Submitted Content from Straits Services at any time. Except as otherwise agreed, Straits's right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content's removal. However, (1) rights given to Students before the Submitted Content's removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Strait's right to use such Submitted Content for marketing purposes shall survive termination.

 

We may record and use all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Straits permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling Straits Services, your Submitted Content, or Strait's content, and you waive any rights of privacy, publicity or other rights of a similar nature, to the extent permissible under applicable law.

 

3.Trust & Safety

 

3.1 Trust & Safety Policies

 

You agree to abide by Strait's Trust & Safety policies, Restricted Topics policy, and other content quality standards or policies prescribed by Straits from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of Straits Services is subject to Strait's approval, which we may grant or deny at our sole discretion. 

 

We reserve the right to remove content, suspend payouts, and/or ban Instructors for any reason at any time, without prior notice, including in cases where:


 

3.2 Co-Instructors and Teaching Assistants

 

The Straits Services allow you to add other users as co-instructors or teaching assistants for Submitted Content that you manage and you are required to comply with our Co-Instructor Relationship Rules and Guidelines when taking such actions. By adding a co-instructor or teaching assistant, you understand that you are authorizing them to take certain actions that affect your Straits account and Submitted Content. Violations of Strait's terms and policies by your co-instructor or teaching assistant may also impact your Straits account and Submitted Content. Straits is not able to advise on any questions or mediate any disputes between you and such users. If your co-instructors have an assigned revenue share, their share will be paid out of your earned revenue share based on the ratios you have specified in your Course Management settings as of the date of the purchase.

 

3.3 Relationship to Other Users

 

Instructors don't have a direct contractual relationship with Students, so the only information you'll receive about Students is what is provided to you through Straits Services. You agree that you will not use the data you receive for any purpose other than providing your services to those Students on Straits Services and that you won't solicit additional personal data or store Students' personal data outside Straits Services. You agree to indemnify Straits against any claims arising from your use of Students' personal data.

 

3.4 Anti-Piracy Efforts

 

We partner with anti-piracy vendors to help protect your content from unauthorized use. To enable this protection, you hereby appoint Straits and our anti-piracy vendors as your agents for the purpose of enforcing copyrights for each of your content, through notice and takedown processes (under applicable copyright laws like the Digital Millennium Copyright Act) and for other efforts to enforce those rights. You grant Straits and our anti-piracy vendors primary authority to file notices on your behalf to enforce your copyright interests. You agree that Straits and our anti-piracy vendors will retain the above rights unless you revoke them by sending an email to [email protected] with the subject line: "Revoke Anti-Piracy Protection Rights" from the email address associated with your account. Any revocation of rights will be effective 48 hours after we receive it.

 

4. Pricing

 

4.1 Price Setting

 

When creating Submitted Content available for purchase on Strais, you will be prompted to select a base price ("Base Price") for your Submitted Content from a list of available price tiers. Alternatively, you may choose to offer your Submitted Content for free. As a premium Instructor, you will also be given the opportunity to participate in certain promotional programs under the terms of our Promotions Policy ("Promotional Programs").

 

If you do not opt to participate in any Promotional Programs, we will list your Submitted Content for the Base Price or the closest local or mobile app equivalent (as detailed below). If you opt to participate in a Promotional Program, we may set a different discounted price or list price for your Submitted Content as described in the Promotions Policy.

 

When a Student purchases using a foreign currency, we will convert the relevant Base Price or Promotional Program price into the Student's applicable currency using a system-wide foreign currency conversion rate set by Straits and fixed periodically into a table of corresponding price tiers by currency ("Price Tier Matrix"). Since the Price Tier Matrix is fixed, those conversion rates may not be identical to the applicable market rate in effect when a transaction is processed. We reserve the right to update the Price Tier Matrix at any time. The Price Tier Matrix and additional information on Strait's pricing tiers.

 

When a student purchases through a mobile application, the mobile platform provider's pricing matrix will control and we will choose the price tier closest to the applicable Base Price or Promotional Program price. Because mobile platforms impose their own currency conversion rates, conversions for mobile app prices may not match the conversions in the Price Tier Matrix.

 

You give us permission to share your Submitted Content for free with our employees, with selected partners, and in cases where we need to restore access to accounts who have previously purchased your Submitted Content. You understand that you will not receive compensation in these cases.

 

4.2 Transaction Taxes

 

If a student purchases a product or service in a country that requires Straits to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes ("Transaction Taxes"), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due. For purchases through mobile applications, applicable Transaction Taxes are collected by the mobile platform (such as Apple's App Store or Google Play).

 

4.3 Promotional Programs

 

Straits offers several optional marketing programs (Promotional Programs) in which you can choose to participate, as detailed in our Promotions Policy. These programs can help increase your revenue potential on Straits by finding the optimal price point for your Submitted Content and offering them through subscriptions collections. 

 

There is no up-front cost to participate in these programs, and you can modify your participation status at any time, though changes you make will not apply to currently active campaigns and certain programs may have additional requirements on termination.

 

5. Payments

 

5.1 Revenue Share

 

When a Student purchases your Submitted Content, we calculate the gross amount of the sale as the amount actually received by Straits from the Student ("Gross Amount”). From this, we subtract any Transaction Taxes, any mobile platform fees applied to mobile provider checkout sales, a 3% service and processing fee (except in Japan, where we subtract a 4% fee) for any non-mobile provider checkout sales, and any amounts paid to third parties in connection with the Promotional Programs to calculate the net amount of the sale ("Net Amount").

 

If you have not opted into any of Strait’s optional Promotional Programs and except for sales through Instructor generated coupon codes or course referral links as described below, your revenue share will be 60% of the Net Amount less any applicable deductions, such as Student refunds. If we change this payment rate, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Services.

 

If you opt into any of the Promotional Programs, the relevant revenue share may be different and will be as specified in the Promotions Policy.

 

Straits makes all instructor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. Straits is not responsible for your foreign currency conversion fees, wiring fees, or any other processing fees that you may incur. Your revenue report will show the sales price (in local currency) and your converted revenue amount (in USD).

 

5.2 Instructor Coupons and Course Referral Links

 

The Straits  platform allows you to generate coupon codes and referral links to offer certain items of your Submitted Content to students at a discount, at Strait's current price, or for free, as permitted within the Services. These coupon codes and referral links are subject to limits, and you may not sell them on third-party websites or otherwise offer them in exchange for compensation. Additional information and restrictions on these coupon codes and referral links are outlined in our Trust & Safety Guidelines.

 

5.3 Receiving Payments

 

For us to pay you in a timely manner, you must own a PayPal, Strips, or U.S. bank account (for U.S. residents only) in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.

 

Depending on the applicable revenue share model, payment will be made within 45 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred.

 

As an Instructor, you are responsible for determining whether you are eligible to be paid by a Singapore company. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law.

 

If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.

 

5.4 Refunds

 

You acknowledge and agree that Students have the right to receive a refund, as detailed in the Terms of Use. Instructors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use.

 

If a Student asks for a refund after we have paid the relevant instructor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the Instructor or (2) where no further payments are due to the Instructor or the payments are insufficient to cover the refunded amounts, require the Instructor to refund any amounts refunded to students for the Instructor's Submitted Content.


5.5 Monthly Fees


As an instructor on the Straits platform you agree to pay Straits a monthly fee of US$ 99 (excluding Singapore GST).


5.6 Course Fees


As an instructor on the Straits platform you agree to pay Straits 10% of the course revenue (excluding Singapore GST and / or applicable taxes).

 

6. Trademarks

 

While you are a published Instructor and subject to the requirements below, you may use our trademarks where we authorize you to do so.

 

You must:


 

You must not:


 

7. Deleting Your Account

 

Instructions on how to delete your instructor account are available in the help section. We'll use commercially reasonable efforts to make any remaining scheduled payments that are owed to you before deleting your account. You understand that if Students have previously enrolled in your Submitted Content, your name and that Submitted Content may remain accessible to those students after your account is deleted. If you need help or encounter difficulty deleting your account, you can contact us via our Support Centre at [email protected]

 

8. Miscellaneous Legal Terms

 

8.1 Updating These Terms

 

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Straits reserves the right in its sole discretion to modify and/or make changes to these Terms at different times. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through Straits Services. Modifications will become effective on the day they are posted unless stated otherwise.

 

Your continued use of Straits Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

 

8.2 Translations

 

Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language version will be the authoritative version if there is any conflict.

 

8.3 Relationship Between Us

 

We agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

 

8.4 Survival

 

The following sections shall survive the expiration or termination of these Terms: Sections 2 (License to Straits), 3.3 (Relationship to Other Users), 5.3 (Receiving Payments), 5.4 (Refunds), 7 (Deleting Your Account), and 8 (Miscellaneous Legal Terms).

 

9. How to Contact Us

 

The best way to get in touch with us is to contact our Support Team at [email protected] . We'd love to hear your questions, concerns, and feedback about Straits Services.

 


Promotions Policy

 

This Promotions Policy was last updated on 29th May 2022.

 

This Promotions Policy ("Policy") includes information about methods that Straits instructors can use to promote their content, including instructor coupons, course referral links, and Straits 's optional marketing programs. This Policy is incorporated by reference into our Terms of Use and Instructor Terms. Any capitalized terms that aren't defined in this Policy are defined as specified in the Terms of Use or Instructor Terms.

 

1. How the Promotional Programs Work

 

Straits offers premium instructors the opportunity to participate in Promotional Programs, which you can opt into through the Promotional Agreements page of your instructor settings or by a written agreement (including by email) between you and Straits for certain programs, as detailed below. The specific programs offered may change from time to time.

 

Not all deals or programs will be available in all geographic territories or for all Straits content. Straits has sole discretion to determine which content to offer as part of the Promotional Programs and to set or update sale prices. Straits may remove any of your content from the Promotional Programs at any time and in its sole discretion, with or without notice to you.

 

The discount amounts referenced below are approximate, as the actual discount may be slightly higher due to rounding and currency conversion. Straits does not guarantee any minimum level of success in connection with the Promotional Programs.

 

2. Straits Deals Program

 

The Straits Deals Program helps increase your revenue potential by enabling Straits to offer your content at a compelling discount as part of targeted promotions, as well as to optimize your list price. The Deals Program allows Straits to offer your content to students at a discounted price or list price no lower than $9.99 USD (or local equivalent), except in sales to Straits's resellers or distributors, where the price may be lower. For clarity, Straits determines local equivalents of $9.99 USD using economic factors such as purchasing power, rather than employing a direct currency conversion. A table of minimum sales prices after discount in each of Straits's major markets can be found in our Help Center article on pricing tiers. We reserve the right to update this table and change base price tier options from time to time.

 

Where a sale to a Straits reseller or distributor results in a sale price for your content that is lower than permitted by this Policy, Straits will calculate your revenue share based on a Gross Amount permitted by this Policy.

 

Deals Program deals may be promoted through the Services, user communications, or third-party platforms, and the duration of the deals may vary.

 

You can opt out of the Deals Program at any time. However, your content will remain subject to any applicable sales, campaigns, or promotions that are already active at the time you opt out, until those sales, campaigns, or promotions are completed.

 

3. Straits Business Program

 

Premium instructors may also participate in our subscription program ("Straits Business Program"), subject to the additional terms in this section. The Straits Business Program consists of Straits subscription-based content collections available to individual consumers and business customers, including private, public, non profit, and government organizations ("Subscription Customers"), featuring a select group of Strait's top content for professional and personal development skills.

 

By opting into the Straits Business Program, you agree to make all of your content eligible for inclusion in Strait's subscription-based content collections. We may elect whether to select your content for inclusion in any collection, including any add-on, variation, or subset of that collection, and may change the selection from time to time at our sole discretion.

 

Because the collections are subscription-based, we may select sale prices and offer free trials at our discretion. While your content is included in a collection, you may not unpublish that content or make it private.

 

If you've agreed to provide any Assessment Questions (as defined below), you are also subject to the additional terms in Section 4 (Assessments).

 

Instructors who have previously opted into the "Straits Subscription Program" are subject to the terms of this section.

 

3.1 Revenue Share

 

By participating in the Straits Business Program, you agree that for each collection, your revenue share will be calculated as follows:

 

1. Each month, Straits will calculate the total monthly subscription fees paid to Straits  on behalf of all current Subscription Customers of such collection minus any applicable Transaction Taxes, foreign exchange fees, and third-party fees, such as reseller, promotion, distribution, or payment processing fees.

 

2. Twenty-five percent (25%) of this amount will be allocated to instructors participating in such collection ("Instructor Revenue Pool") as further described below.

 

3. Each month, Straits will calculate the total minutes of content (including course videos, quizzes, practice tests, and coding exercises) in such collection consumed by all current Subscription Customers through their subscription to such collection ("Total Minutes Consumed"). For clarity, the Total Minutes Consumed does not include any consumption by access through a free trial.

 

4. Each month, Straits will also calculate how many of the Total Minutes Consumed are attributable to each of your items of content that was included in such collection that month ("Your Content Minutes").

 

5. To calculate your revenue share each month, Straits will divide the Instructor Revenue Pool by the Total Minutes Consumed, then multiply that per-minute amount by Your Content Minutes.

 

As Straits makes additional types of content (such as assessments and labs) available through the collections, we may update subsection (3) above to specify additional types of content that will be included in the calculations to determine the Total Minutes Consumed and Your Content Minutes.

 

3.2 Exclusivity

 

Except as otherwise provided for Assessment Questions below, once your content is included in a collection, you agree that you will not begin to offer any on-demand content, such as pre-recorded courses, that directly compete with or injure the sales of that content on any site or platform other than your own. For clarity, this doesn't include literary works or in-person instructional trainings. If you choose to terminate your participation in the Straits Business Program, you agree that this exclusivity provision will remain in place until we remove your content from all collections.

 

3.3 Termination

 

You can choose to terminate your participation in the Straits Business Program at any time by emailing [email protected]. Straits will remove your content from the collections within 12 months of termination and will continue to pay you revenue share based on the then-current rates until your content is removed from the relevant collection. 


Once your content is removed for any reason from a collection, Subscription Customers will no longer be able to enroll in your content and you will no longer earn revenue share from that collection. However, any individual end user who previously enrolled in your content will continue to be able to access that content for as long as they remain subscribed to the relevant collection.

 

4. Assessments

 

Strait’'s assessments ("Assessments") consist of question and answer pairs with explanations (each, an "Assessment Question") to measure proficiency and learning across certain topics, skills, domains, or occupations. Assessments are made available by Straits as a standalone content type, separate from courses. For clarity, practice tests, quizzes, coding exercises, and labs are not considered Assessments or Assessment Questions.

 

By providing an Assessment Question, as mutually agreed between us in writing (including by email), you agree to the terms in this section.

 

We may elect whether to select your Assessment Question for inclusion on www.straitsconsulting.com or in the Straits Business Program, and may change that selection from time to time and at our sole discretion. If your Assessment Question is included in the Straits Business Program, then you will be subject to the terms relevant to that program above.

 

You agree that your Assessment Questions will comply with all criteria as may be agreed in writing (including by email) by you and Straits, such as the topic, format, domain, difficulty level, and quantity.

 

By providing your Assessment Question, you grant Straits an exclusive license to use, copy, reproduce, distribute, display, publish, and prepare derivative works of your Assessment Question. You agree that you will not make your Assessment Question available to others (including through your own site or platform) or license or permit any third party to do so.

 

You may choose to terminate your license of an Assessment Question at any time by

emailing [email protected]. Straits will remove your Assessment Question from the Services within 12 months of termination and will continue to pay you any relevant revenue share based on the then current rates until your Assessment Question is removed from the relevant portion of the Services.

 

5. Modifications

 

We may update this Policy from time to time to clarify our practices or to reflect new or different practices. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

 

6. How to Contact Us

 

If you have any questions about this Policy, please contact our Support Team on [email protected].

 


Straits Business Privacy Statement

This Straits  Business Privacy Statement was updated on 29th May 2022.

In the course of providing Straits Business and CorpU (“UB”) services and related services to its corporate, non-profit organization, and governmental customers (“Customers”), Straits will receive and have access to personal data of individual users to whom customers grant access (“Users”). For the purposes of this privacy statement, Customers are data controllers and Straits is a data processor. Strait’s processing of User data and the security measures implemented to protect such data are detailed in and governed by a written agreement between Straits and each of its Customers.

As a data processor, Straits will access, store and use the personal data of individual Users solely for the purpose of providing the UB services to its Customers and will process the data as instructed by its Customers.

As data controllers, Customers decide which of their employees or other authorized personnel are given access to the UB services. They do this by designating one or more UB account administrators or group administrators (“Administrator”) who act on behalf of the Customer and have the ability to customize the Customer account, manage individual User accounts, access the UB Insights tool and related reporting features, access the UB Administrator tools, and populate the Customer account with Customer-provided content. Customers are solely responsible for establishing policies for and ensuring compliance with all applicable laws and regulations, relating to the collection of personal information relating to individual Users selected by Customers for accessing the UB services. Straits has no direct relationship with individual Users, who should contact Customers (their employer) for assistance with any requests or questions relating to the processing of their personal information.

For avoidance of doubt, this Privacy Statement does not apply to:

  1. any processing of data for the purpose of marketing the UB service to enterprise and corporate prospects;

  2. persons participating in a CorpU program as an individual (CorpU Open); and

  3. any other offerings available at Straitsconsulting.com separate from the UB services, for which the Straits Privacy Policy is applicable. A User may already have an account with Straits to access Strait’s marketplace educational content, and data processed as a result of the use of the Straits marketplace from a User account is governed by the Straits Privacy Policy.

In the event where Straits makes any material changes to the manner in which it processes User data to provide its services to Customers, it will notify Customers.

Straits Business Privacy Statement

  1. Information about Users collected and stored by Straits

  2. Purpose of User Data Processing and Retention Period

  3. Cookies and other Tracking Technologies

  4. Sharing User Information

  5. Processing of User Data outside of the EEA

  6. Jurisdiction-Specific Information

  7. General

1. Information about Users collected and stored by Straits

  1. When a User is given access to the UB services by the Administrator, a User may set up an individual User account and Straits will collect information provided by the User or the Administrator. The Customer can customize the type of data requested to create an account, which may include the following:

    • first name, last name, and email address required

    • photo, areas of interest, job skills, goals, and role (optionally provided by User or Customer)

    • other personal data, as allowed by the Customer

A unique identifying number is assigned by Straits upon the creation of a User account.

  1. Individual User account information may be set to private or public, as selected by Users. If set to public, the information is searchable via search engines and viewable by anyone, including by other Users and the Customer.

  2. Administrators may assign a User to a group membership.

  3. Customers may select to integrate with UB a Single Sign On (SSO) identity provider to enable Users to log in to UB User accounts without the need to disclose passwords to Straits. Users may log in by providing their individual SSO credentials to the SSO identity provider, which will authenticate them and allow or deny access to the Customer account. SSO identity providers share with Straits a unique cookie ID and authentication “token” information to recognize the User as an authorized user of Customer.

  4. At the option of the Customer, the UB service may enable Administrators and Users to interact with others, including with instructors, teaching assistants, other students, and the Customer, by posting reviews about educational content, sending messages to or chatting with others, posting questions or answers, or posting other content. Posted content is stored by Straits and may be publicly available or viewable by others, including Administrators, Users, or instructors and teaching assistants, depending on where the content is posted.

  5. At the option of the Customer, Administrators may enable the ability to “Share to Slack.” This optional feature allows Users to manually or automatically post a message to the Customer’s own instance of the Slack messaging service. To enable this optional functionality, Customer's Slack administrators must grant Straits the ability to read the full list of public channels, private channels, and users in the Customer’s Slack instance. These lists may include individuals in Customer’s Slack instance who are not UB Users. Slack user lists and channels are briefly cached before being automatically purged from Strait's systems.

  6. Straits stores information relating to the activities of Users as they use and interact with the UB services, such as content viewed, searched for, or accessed (and information relating to that content); interactions with instructors, teaching assistants, Administrators, and other Users; as well as answers, essays, and other items submitted by Users to satisfy the educational content requirements. This information is linked to a User’s unique account ID and is shared with Customers via the Customer Account reporting tools or upon request of the Customer.

  7. The UB service enables Users to contact the Straits Support Team for assistance or to report a problem, concern, potential abuse or other issues regarding the UB services or other users. Straits may collect and store the User’s name, email address, location, operating system, IP address as well as the User’s activity on the Straits platform and communications with the Straits help desk team. Straits may request additional information from Users in order to resolve any issue reported by a User or by another user.

  8. When a User uses the UB services, Straits collects and stores certain information by automated means: (a) technical information about the User’s computer or wireless device, such as IP address, operating system type and version, unique device ID, browser, browser language, domain, and other operating systems or platform information. This information is collected through the use of server log files and tracking technologies, such as: (i) cookies, which are small files that websites send to a computer or wireless device to uniquely identify a browser or mobile device or to store information in a browser setting; and (ii) other tracking technologies (see below for more detailed information).

  9. IP addresses received from browsers or devices of Users may be used to determine the approximate location of Users.

  10. If a Customer makes purchases via credit card, Straits collects certain data about the purchase (such as name and ZIP code) as necessary to process the order. Customers must provide certain payment and billing data directly to Strait's payment processing partners, including name, credit card information, billing address, and ZIP code. Straits may also receive limited information, like the fact that Customers have a new card and the last four digits of that card, from payment service providers to facilitate payments. For security, Straits does not collect or store sensitive cardholder data, such as full credit card numbers or card authentication data.

2. Purpose of User Data Processing and Retention Period

Straits processes the information collected about Users and Administrators for the purpose of providing the UB services to its Customers, specifically:

If we are not able to collect and process your personal information, we may be unable to provide some or all of the UB Services to you.

Email Preferences

Users can individually opt out of receiving non-transactional emails by: (i) following the unsubscribe instructions provided in the email communication; or (ii) managing User account email preferences. A Customer can also instruct Straits to configure email preference settings for all Users of a Customer.

Retention of Personal Data

Straits will retain the data of Users for as long as instructed by the Customer and no longer than required to serve the purposes of processing. Straits will delete certain or all personal data relating to Users upon request of the Customer. Straits may retain aggregated or anonymized data as set forth below.

Use of aggregated data

In addition, User data is aggregated with other Straits marketplace user data to enable Straits to improve its products and services and develop new products and services, including:

When User data is used for the above purposes, it is aggregated and/or anonymized so that no personal data of Users is processed.

3. Cookies and other Tracking Technologies

Like many online platforms, Straits and its analytics vendors use server log files and automated data collection tools, such as browser cookies, pixel tags, scripts, and web beacons. These tools are used for analytics purposes to enable Straits to understand how Users interact with the UB services. Straits and its analytics vendors may tie the information gathered by these means to the unique account ID of Users.

Cookies are small text files placed onto a computer or device while browsing the Internet. Cookies are used to collect, store, and share bits of information about User activities. Straits uses both session cookies and persistent cookies.


Straits uses tracking technology to: (i) determine if a certain page was visited (e.g. the landing page of an advertisement for UB services that is displayed on third party sites) or whether an email sent by Straits was opened or clicked on by a User; and (ii) to customize the learning experience of individual Users by recommending specific courses and other content.

Cookie list

Straits will retain the data of Users for as long as instructed by the Customer. Straits will delete certain or all personal data relating to Users upon request of the Customer. Straits may retain aggregated or anonymized data as set forth below.

Service

Name 

Expiration 

Purpose 

Straits *

* Additional cookies may be added, and would have the same functionalities as the ones listed

__udmyvst 

[session] 

For analytics and testing

__udmy_2_v57r 

1 year 

For analytics and testing

__udmyvstr 

1 year 

For analytics and testing

access_token 

1 month 

For user authentication

client_id 

1 month 

For user authentication

csrftoken 

1 year 

For user authentication

dj_session_id 

1 month 

For user authentication

seen 

30 minutes 

For experience improvement and customization

ud_firstvisit 

1 year 

For experience improvement and customization

ud_rule_vars 

2 years 

For experience improvement and customization

mute 

1 month 

For experience improvement and customization

playbackspeed 

1 month 

For experience improvement and customization

quality_* 

1 month 

For experience improvement and customization

volume 

1 month 

For experience improvement and customization

ufb_acc 

1 year 

For experience improvement and customization

EUCookieMessageShown

10 years

For experience improvement and customization

EUCookieMessageState

15 days

For experience improvement and customization

eva

[session]

For experience improvement and customization

__udmy_evid

[session]

{% trans "For experience improvement and customization"

Google Analytics

_ga 

2 years 

For analytics

_gid 

24 hours 

For analytics

_gat 

1 minute 

For analytics

_gat_instructor 

1 minute 

For analytics

_gat_UA-12366301-1 

1 minute 

For analytics

SiftScience 

_ssid

13 years

For security

Intercom

intercom-lou-* 

1 year 

For experience improvement and customization

intercom-session-* 

7 days 

For experience improvement and customization

Marketo

_mkto_trk 

2 years 

Email and course promotion analytics

Optimizely

optimizelyEndUserId 

10 years 

For analytics and testing

optimizelyBuckets 

10 years 

For analytics and testing

optimizelySegments 

10 years 

For analytics and testing

PerimeterX

_px2 

5 days 

For security

_px3 

5 days 

For security

_pxvid 

5 days 

For security

Zendesk

_help_center_session 

[session] 

User support authentication and experience

_zendesk_authenticated 

[session] 

User support authentication and experience

_zendesk_shared_session 

8 hours 

User support authentication and experience

_zendesk_cookie 

20 years 

User support authentication and experience

_zendesk_session 

[session] 

User support authentication and experience

User Preferences with respect to cookies and other tracking technologies

Users can set their web browser to notify them about the placement of new cookies, limit the type of cookies or reject cookies altogether; if enabled, a User may not be able to use some or all of the features of the UB services (for example, may not be able to log in). General information about cookies and how to disable them can be found at https://cookiepedia.co.uk/all-about-cookies.

Various browsers may offer their own management tools for removing HTML5 LSOs.

Most modern web browsers give you the option to send a Do Not Track signal to the websites you visit, indicating that you do not wish to be tracked. However, there is no accepted standard for how a website should respond to this signal, and we do not take any action in response to this signal. Instead, in addition to publicly available third-party tools, we offer you the choices described in this policy to manage the collection and use of information about you.

4. Sharing User Information

In order to provide the UB services to its Customers, Straits shares data regarding Users with a number of third-party service providers. These third parties are contractually required to use User data solely as directed by Straits for the purpose of providing services to Straits. Administrators of existing Customers are able to access our list of current sub-processors on the left sidebar of this page while logged in to UB.


Any other sharing of User data is subject to the consent and instructions of Customer.

5. Processing of User Data outside of the EEA

Our servers and subprocessors are located in the United States. In order to provide the Services to you, we transfer and process your data there. If personal data processed by Straits originates from a User or Administrator in the EEA, Straits will ensure that such processing will only take place if: (a) the non-EEA country in question ensures an adequate level of data protection; (b) the transfer is made pursuant to a Data Processing Agreement (“DPA”) executed between Straits and the Customer and subject to the standard contractual clauses designed to facilitate transfers of personal data from the EEA to all third countries that have been adopted by the European Commission (known as the, “Model Clauses”), which have been incorporated into the DPA.

6. Jurisdiction-Specific Information

Australia. If you are located in Australia, you may contact our privacy team at [email protected] in order to:

7. General

Translation for Convenience Purposes Only. In the event that Customer has been provided a translated version of the Straits Business Privacy Statement in a language other than English, that translation is provided for convenience purposes only. In the event of a conflict between the English version of this Privacy Statement and any translated version, the English version will prevail.

 

 


Straits Business & Government Services Agreement

 

This Agreement was last updated on 29th May 2022. 

This Master Services Agreement ("Agreement") governs the access and use of Straits website.



  1. Definitions. As used in this Agreement, the following terms have the meaning set forth below.

    1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

    2. The "Straits Offering" means an online education product that includes cohort based, synchronous and asynchronous, learning programs with certain Courses accessible through a social learning online platform that include learning services.

    3. "Customer" means the party entering into an Order Form with Straits, or otherwise signing up to use the Services.

    4. "Courses" means the online courses provided by Straits as part of the Services.

    5. The "Fees" means the amounts payable by Customer to Straits for access to the Services

    6. "Order Form" means the ordering document mutually executed by Straits and Customer, including electronic orders submitted by Customers purchasing the Team Plan version of the Services, specifying: (1) the Fees payable by Customer to Straits for provision of the Services, (2) the duration of the Services to be provided by Straits to Customer, (3) the number of Users authorized to access the Services, (4) billing and payment information regarding Strait's provision of the Services to Customer, and (5) any other applicable quantity specifications regarding Customer's purchase of the Services.

    7. "Personal Data" means any personal data that Customer submits into the Services.

    8. The "Services" means any of the following offerings that may be purchased by Customer from Straits  platform for online education provided by Straits through individual, asynchronous learning, that includes the Courses.

    9. "Straits" means Straits Consulting Pte. Ltd, or one of its Affiliates.

    10. "Offering" means an interactive cloud workspace containing hands-on learning labs.

    11. "Users" means the employees and contractors that Customer authorizes to access and use the Services



2.              Provision of the Services. Straits agrees to make the Services available to Customer, its Affiliates, and its Users pursuant to the terms of this Agreement, and as specified in an Order Form. Where an Affiliate enters into its own separate Order Form governed by this Agreement, then for purposes of that Order Form, the Affiliate shall be considered "Customer". In the event Customer is purchasing a subscription to the "Team Plan" version of the Services, then Customer acknowledges and agrees that certain features generally available in the Services may not be available to Customer. If Customer is purchasing access to the Straits Offering, then the additional, product specific, terms and conditions available here will apply. 



3.              Restrictions.


a.              Customer shall not, nor shall it permit its Users to:


i. Copy, distribute, create derivative works, hack, modify, or interfere with, the proper working of the Services, any of the Courses, or any third-party system made available through the Services,

ii.any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic, harassing, defamatory or libelous content into the Services or instruct Straits to include any such content in the Services,

iii.Scrape, spider, or utilize other automated means of any kind to access the Services, including but not limited to accessing API endpoints for which Customer or its Users have not been provided authorization by Straits,

iv.Use the Services in order to build a competitive product to the Services,

v.Share login access to the Services among multiple individuals, transfer a User license (except in connection with a termination of employment), or otherwise permit any party other than the Users to use the Services,

vi.Introduce any computer code, file, or program that may damage the Services,

vii.Use the Services in any manner that is unlawful or that infringes the rights of others, or

viii.Use Strait's APIs with any third party without prior written approval (certain third parties currently have pre-approval as provided within demy's API documentation).

ix.Use the Services to transmit any unsolicited commercial communications,

x.Use the Services for any purpose other than internal learning, or

xi.Permit any individual that is under the age of 13 years old to use the Services.



b.     Customer represents and warrants that neither it nor its Users are (a) located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes (such as Russia, Cuba, Iran, North Korea, Sudan, or Syria), or (b) a person or entity who is named on any U.S. government specially designated national or denied party list. Customer shall not permit any User to access or use the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation



4.              Violations of Restrictions. In the event that Straits determines that Customer or any of its Users has violated the restrictions set forth in Section 3 above, Straits may notify Customer of such violation and allow customer a 10 day cure period to remedy such violation. If Customer fails to cure such remediable violation, then Straits may terminate or suspend access to the Services for Customer or the relevant Users. Irrespective of the cure period stated above, Straits reserves the right in its sole discretion to terminate or suspend access to the Services for Customer or the relevant Users, at any time, if immediate action is required to address imminent potential harm or damages.



5.              Fees. Customer will pay the Fees as set forth in one or more Order Forms. Unless stated otherwise in an Order Form, all fees are payable in US dollars. Any future incremental add-on or renewal orders after the initial subscription period (as set forth in an Order Form) shall be subject to the subscription standard price in effect at time of purchase. In the event that Customer is late in making payments, then Straits reserves the right to charge the greater of 1.5% interest per month or the maximum interest permitted by law, and Customer will be liable for all third-party collection costs.



6.              Taxes. The Fees and other amounts required to be paid hereunder do not include any amount for taxes, including any applicable sales, use, excise, or other transaction-based tax ("Taxes") or levy (including interest and penalties). Customer agrees to pay all amounts payable under this Agreement free and clear of all deductions or withholdings or rights of counter claim or set-off, unless required by law. If a deduction or withholding is so required, then Customer agrees to pay such additional amount as to ensure that the net amount received and retained by Straits equals the full amount that Straits would have received had the deduction or withholding not been required. Customer shall reimburse Straits and hold Straits harmless for Taxes or levies to which Straits is required to collect or remit to applicable tax authorities. This provision does not apply to Strait's income, franchise and employment taxes for which Customer is exempt provided Customer has furnished Straits with a valid tax exemption certificate. To the extent a taxing authority changes their position or taxing policy requiring demy to collect a Tax or levy from Customer, Straits will add the Tax or levy to the Customer invoice.



7.              Confidentiality.



a.              Scope of Confidentiality. Each party agrees that all code, inventions, know-how, or business, technical, and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party"), constitute the confidential information o the Disclosing Party ("Confidential Information"), provided that either identified as confidential at the time of disclosure, or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed. Personal Data is considered Confidential Information. Confidential Information will not, however, include any information that: (1) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party, (2) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party, (3) is already in the possession of the Receiving Party at the time of disclosure by the Discloser, (4) is obtained by the Receiving Party from a third party without a known breach of the third party's obligations of confidentiality, or (5) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose the Disclosing Party's Confidential Information if required by law so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.



b.     Non-Use and Non-Disclosure. Except as expressly authorized herein or as necessary to perform its obligations hereunder, the Receiving Party agrees to: (1) not disclose any Confidential Information to third parties, and (2) not use Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations hereunder.



c.     Processing of Personal Data. Notwithstanding the provisions of this section, Customer agrees that Straits may process Personal Data as necessary for: (1) storage and processing in accordance with the Agreement and applicable Order Form(s); (2) processing initiated by Users in their use of the Services; and (3) processing to comply with other documented reasonable instructions provided by User (e.g. via email or support tickets) where such instructions are consistent with the terms of the Agreement. To the extent that Customer is subject to a local data privacy law (including but not limited to the General Data Protection Regulation or the California Consumer Privacy Act), then Customer agrees to request from Straits a data protection agreement prior to providing any Personal Data to Straits.



8.              Term and Termination.



a.              Duration of Term. This Agreement will commence on the Effective Date, and will continue until all Order Forms hereunder have expired or have been terminated. The duration of the Services will be specified in each applicable Order Form. Unless otherwise specified in an applicable Order Form, and with the exception of Customers on the Straits Business Team plan that have disabled auto-renewal within the Services, Order Forms will renew automatically, unless terminated by either party by giving at least 30 days written notice prior to the end of the then-current term.



b.     Termination for Material Breach. Either party may terminate this Agreement and any applicable Order Forms in the event that the other party materially breaches this Agreement, by providing 30 days written notice, unless such breach is cured during such 30 day notice period. In the event that Customer terminates this Agreement or any Order Form due to material breach by Straits, then Customer will be entitled to receive a pro-rated refund a for Services not rendered past the termination date. Sections 5-11 and 15-18, as well as any accrued rights to payment, will survive any termination or expiration of the Agreement.



9.              WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE AGREED UPON BY THE PARTIES, STRAITS PROVIDES THE SERVICES AS-IS AND DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICES AND ANY THIRD PARTY SYSTEMS OR PLATFORMS ACCESSIBLE THROUGH THE SERVICES, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES RELATING TO MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, OR AVAILABILITY.



10.           Limitation of Liabilities.



a.              NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (1) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR (2) ANY AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO STRAITS IN THE 12 MONTHS PRIOR TO THE DATE THE RELEVANT CLAIM AROSE.



b.     Exceptions to Limitation of Liability. Notwithstanding the limitation of liability set forth above: (1) Customer's liability arising from its violation of Section 3 of this Agreement, and either party's liability arising from the indemnification provisions of this Agreement, will not be limited, and (2) Each party's liability arising from breach of its confidentiality obligations hereunder will be limited to three times the amount of Fees paid or payable by Customer to Straits in the 12 months prior to the date a claim arose.



11.           Indemnification.



a.              Strait's Indemnification Obligations. Straits agrees to defend Customer for all third party claims arising from an allegation that Customer's use of the Services as permitted under this Agreement infringes upon a third party's intellectual property rights ("Claim Against Customer'), and indemnify Customer from any damages, reasonable attorney fees, and costs incurred by Customer as result of a Claim Against Customer. In the event that the Services become subject to a third-party intellectual property claim, or Straits believes that the Services will become subject to such a claim, then Straits may elect to: (1) modify the Services so that they are no longer allegedly infringing, (2) obtain a license for Customer's continued use of the Services, or (3) terminate this Agreement or any applicable Order Forms, and provide Customer a pro-rated refund for Services not rendered past the termination date. This section states Strait's sole liability to the Customer with respect to a claim that any part of the Services infringes the intellectual property rights of a third party.



b.     Customer's Indemnification Obligations. Customer agrees to defend Straits for all third-party claims arising from Customer's violations of Sections 3(a) i. and ii., and 3(b) of this Agreement ("Claim Against Straits"), and indemnify Straits from any damages, reasonable attorney fees, and costs incurred by Straits as a result of a Claim Against Straits.



c.     Requirements for Indemnification. In order for the indemnification obligations hereunder to apply, the party seeking indemnification must: (1) promptly tender a claim for indemnification, (2) allow the indemnifying party sole control of the defense or settlement of the underlying claim, and (3) reasonably assist with any defense or settlement of the underlying claim at the indemnifying party's request and expense.



12.           Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Upon learning of any violation of this restriction, Customer agrees to promptly notify Straits's legal department, by emailing [email protected]



13.           Publicity. Customer grants Straits the right to use Customer's company name and logo as a reference for marketing or promotional purposes on demy's website and in other promotional materials.



14.           Force Majeure. Neither party will be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is beyond a party's reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, failure by a third party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.



15.           Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.



16.           Governing Law Venue, and Attorney's Fees. This Agreement and any disputes arising under it will be governed by the laws of Singapore without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of courts located in Singapore. In the event of any dispute between the parties regarding the terms of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees.



17.           Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Customer provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed Order Forms. This Agreement, or any part thereof, may be modified by Straits at any time, including the addition or deletion of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.


 Affiliate Terms & Conditions

 

These Affiliate Terms & Conditions were last updated on 29th May 2022.

 

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("YOU", "YOUR", OR "YOURS"), AND STRAITS CONSULTING PTE LTD, A SINGAPORE CORPORATION ("STRAITS" "WE" "US", OR "OUR"). BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THESE AFFILIATE TERMS AND CONDITIONS ("AFFILIATE TERMS") YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THESE AFFILIATE TERMS AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.

 

Any version of these Affiliate Terms in a language other than English is provided for convenience and You understand and agree that the English language will control if there is any conflict.

 

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Straits's Terms of Use, Pricing and Promotions Policy or the Publisher Membership Agreement.

 

1. Overview

 

These Affiliate Terms contain the complete terms and conditions that apply to You when becoming an affiliate in Strait's affiliate program (the "Affiliate Program"). The purpose of these Affiliate Terms is to allow You to make affiliate commissions through sales generated from Your website to Our Services in the manner set forth herein.

 

2. Enrollment in the Affiliate Program

 

(a) Application Completion. f You have not already done so, You need to complete an application to the Affiliate Program (the "Application"). You need to identify Your website, describe how You plan to promote Strait's Services on Your website, and provide certain contact information. 

 

(b) Acceptance of Your Application. If we choose to accept Your Application, You will receive an email notification confirming that Your Application has been approved. You understand and agree that We may accept or reject Your Application at Our sole discretion. Your Application will be rejected if any of the information You provide is incorrect or incomplete, if Your website promotes materials of a sexual, pornographic, violent, or defamatory nature, if You or Your website discriminate, violate any applicable law, or violate any person's intellectual property rights, or for any other reason. We may deem fit to reject Your Application.

 

(c) Access to our Affiliate Program. If We have accepted Your Application, We will send You a welcome email with Your login details so that You may enter Our secure affiliate center. From this center You will be able to download Promotional Materials and qualifying links as well as access Your reports which will describe Our calculation of the affiliate commissions due to You. It is Your responsibility to keep Your username and password information secure. For purposes of clarity, Promotional Materials is defined as banners, text links, article copy, and access to data feeds.

 

(d) You will ensure that your information including your email address is at all times complete, accurate and up-to-date. We may send communications to the email address associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

 

(e) You must be in good standing with the Federal Trade Commission (the "FTC") and in compliance with all FTC guidelines. As an Affiliate, you also understand and agree that you have read and fully agree to the terms listed on the Official FTC Website. Specific requirements and examples for Straits Affiliates can be found here.

 

3. Specific Obligations of Affiliates

 

As a member of Our Affiliate Program, You represent, warrant, and covenant that You will:

 

(a) Link to Our Services. You will implement the links, banners, and other means of linking Your website to Our Services (collectively, "Referral Links") pursuant to the referral specifications set forth on the Affiliate Program on Rakuten Linkshare ("Referral Specifications"). On this page You will be able to download certain technical materials, including links, HTML code, banner ads, copy and other content, and any documentation for the foregoing (collectively, "Referral Materials"). When Our customers click through the Referral Links to purchase an item on the Straits site, you can receive commissions for qualifying individual marketplace transaction purchases as described in Affiliate Commissions.

 

(b) Maintain Your Site: The maintenance and the updating of Your website will be Your responsibility. Straits will notify you via email of any changes to these Terms and our Referral Materials. However, as a member of Our Affiliate Program and because Our information is updated often, it will be necessary for You to update the Referral Materials on Your website to maintain consistency and accuracy between Our Services and the Referral Specifications.

 

(d) Follow and Comply with All Copyright Laws: It is entirely Your responsibility to follow and comply with all applicable copyright and other laws that pertain to Your website. We will not be responsible if You use another person's copyrighted material in violation of the law.

 

(e) Not to solicit Our Instructors: As a member of Our Affiliate Program, You agree not to directly or indirectly, for Yourself or on behalf of another, solicit business away from, or solicit, induce, influence, or encourage any of Our Instructors to upload their Straits Course(s) on Your websites and/or platforms, or otherwise alter, terminate or breach their contractual or other business relationship with Us.

 

4. Affiliate Responsibilities

 

As a member of Our Affiliate Program, You understand and agree that:

 

(a) We Can Monitor Your Site: You hereby give Us the right to monitor Your website at any time to determine if You are following these Affiliate Terms, and to notify You of any changes We feel You should make to remain in compliance. Further, You must comply with any requests we make for you to take down specific content from your website. Failure to comply is a violation of these Terms and grounds for termination of Your affiliate status.

 

(b) We Determine the Policies for Referred Customers: Persons who become customers of Our Services through referrals made in the Affiliate Program will be considered Our customers, at Our sole discretion. All Our terms, rules, policies, and operating procedures that apply to Our Users will apply to such referred customers. We may change Our terms, rules, policies, and operating procedures at any time, as further described in Our Terms of Use and Our other terms as We may post from time to time

 

(c) You will not promote Straits through paid advertising or media buying that leads directly to the Straits website (found at www.straitsconsulting.com). You will not bid on Straits-branded keywords as an affiliate. This applies to all advertising platforms and to all affiliates unless direct approval from Straits is granted.

 

(d) You will not use Our company name or variations of Our company name in your Domain Names or Social Media pages: You may not register or purchase domain names that include Our company's name or any misspellings or variations of Our company name to run promotions as an affiliate. Additionally, you may not include Our Company name, variations of Our company name, or the look and feel of Our own social media pages on any social media pages (i.e. Facebook Fan Page) where You run promotions as an affiliate.

 

(e) You will be Responsible for Your Website's Content: You may not promote Our content and Our Instructors' courses on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by Us.

 

(f) You will not promote using cookie-stuffing: You may not use cookie stuffing techniques or click-generators that set the tracking cookie without the user actually clicking on the Referral Link. You will not artificially generate clicks or impressions on your site or create visits on the Straits site, whether by way of a robot or software program or otherwise.

 

(g) You will not mimic Our media and content: Publishers must make sure that his or her media does not copy or resemble the look and feel of the Straits website or create the impression that Your media is part of Our company's website. You also understand that using the language found on Our pages verbatim is not allowed unless it is to describe the content found on any given course landing page.

 

(h) You will be Responsible for Your use of content found on Our site. You may create Your own promotional materials using pages from our site as reference. You may also use course images and part of the text in Our pages to promote the products accurately on Your site. However, You may NOT download, copy, or use video content (free or paid), course

supplementary materials (PDFs, quizzes or extra material), or lesson descriptions and upload them on Your own site(s). Violation of this provision may result in the immediate termination of Your affiliate account.

 

(i) You will not use spyware, malware, virus and the like: You may not include on your site, display, or otherwise use Referral Links or other Content that uses any spyware, malware, or virus, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.

 

(j) You will be open and honest about Your relationship to Us: You may not misrepresent or embellish the relationship between you and Straits or imply any relationship or affiliation between you and demy or any other person or entity except as expressly permitted by this affiliate Agreement. You may not represent yourself as an agent or employee of Straits or represent that you have the authority to bind Straits  to a contract.

 

(k) You cannot utilize a browser extension to promote Straits or Straits courses without direct approval from Straits. All coupon codes available in the extension must be approved by Straits. You also understand and agree that your browser extension cannot allow users to upload new coupons into the extension's feed.

 

(I) You will not earn commissions for free courses: Our site contains paid and free courses. Any customer You refer to Us that subsequently enrolls in a free course or uses a 'free promo code' to get a paid course for free will not be eligible to earn You a commission and that particular sale will not appear on Your affiliate account. We will terminate the account of Affiliates who only promote free courses, or Affiliates who promote primarily free courses.

 

(m) You will be mindful of who You do business with: You may not use marketing practices that attract fake customers. We, in our sole discretion, will make the determination whether someone is a fake customer.

 

(n) You will ensure your sub-affiliates follow all of Our terms: You have the a right to work with a sub-affiliate network so long as your sub-affiliates follow Our Affiliate Terms. You understand that You are responsible for Your sub-affiliate's compliance with these terms and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate account.

 

(o) For Straits employees who are also Straits Affiliates: You will make it clear you are a Straits employee when promoting Straits as an affiliate. As a Straits employee, You agree to clearly state in all promotional posts or promotions containing Straits affiliate links Your employee and affiliate relationship with Straits via a disclaimer. Specific requirements and

examples for Straits Affiliates who are also Straits employees, can be found here. 

 

These Affiliate Terms will begin and become effective upon Our acceptance of Your Application.

 

5. Affiliate Commissions

 

(a) Eligibility: Except in jurisdictions in which such a transaction is not permitted, You are eligible to earn affiliate commissions through Referrals (as defined in section (b) below) during the term of these Affiliate Terms, according to the calculation described below.

 

(b) Amount due: The exact amount of affiliate commissions due to You in any given quarter will be calculated in the following manner: The affiliate commission is set up in the offers available to You in Your Publisher account. A "Referral" is a paying customer that You refer from Your website to Our website using the Referral Materials in accordance with the Referral Specifications. Acceptance of a Referral as a User of Our Services shall be at Our sole discretion.

 

(c) Payment of affiliate commissions will be made on a monthly basis. Payments are disbursed according to the payment method You have selected in Your affiliate account. If Your account is terminated due to violation of these Affiliate Terms, We reserve the right to withhold all future payments owed to You.

 

(d) Affiliate payments are sent to you using an affiliate network payment system. Straits does not send payment directly to any affiliates. Affiliates are responsible for making sure they are able to accept payments from Strait's affiliate network.

 

(e) Affiliates are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive affiliate payments. Please check with your receiving banking institution to find out if any of these apply for your account.

 

(f) If We determine that payment of affiliate commissions to You in any jurisdiction is illegal under any laws, then We may reserve the right to not pay affiliate commissions for any sales made in that jurisdiction.

 

(g) We may withhold Your final payment for a reasonable time to ensure that the correct amount is paid to You.

 

(h) If at any time there has been no substantial activity on your account for 1 year, then we will have the right to withhold any accrued fee. Further, any unpaid fees in your account may be subject to escheatment under applicable law.

 

6. Licenses

 

(a) You hereby grant us a non-exclusive, non-transferable, revocable right to use Your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of Our rights under these Affiliate Terms. However, We are under no obligation to advertise, market, promote, or publicize.

 

(b) We both agree not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the other in a negative light. We each reserve all of our respective rights in the proprietary materials covered by this license. Either one of us may revoke this license at any time by giving the other written notice ending our engagement under these Affiliate Terms and Your Affiliate status. Other than the license granted in these Affiliate Terms, we each retain all right, title, and interest to our respective rights and no right, title, or interest is transferred to the other.

 

7. Disclaimer

 

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING STRAITS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

 

8. Limitations of Liability

 

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THESE AFFILIATE TERMS.

 

9. Indemnification

 

You agree to indemnify and hold harmless Straits and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from Your breach of these Affiliate Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Us in connection with or arising from any such claim, suit, action, or proceeding.

 

10. Termination

Straits or You can Each End Our Engagement Under these Affiliate Terms: Either Us or You may end these Affiliate Terms AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

 

11. Modification

 

From time to time, We may update these Terms to clarify Our practices or to reflect new or different practices, for example We may change the scope of Referral Fees, payment procedures, and Affiliate Program rules, or Referral Specifications or Referral Materials, and Straits reserves the right in its sole discretion to modify and/or make changes to these Affiliate Terms at any time, at Our sole discretion. If We make any material change to these Affiliate Terms, You will automatically receive an email notifying You that changes were made and prompting You to agree to Our new Affiliate Terms. Modifications will become effective on the day they are posted unless stated otherwise. If any modification is unacceptable to You, Your only option is to end Your participation in the Affiliates Program by removing Us as an advertiser. You should visit the Services regularly to ensure You are aware of any changes to the Affiliate Terms, as any revised Affiliate Terms shall supersede all previous Affiliate Terms.

 

12. Miscellaneous

 

(a) You represent and warrant to Us that:

 

(i) These Affiliate Terms constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with the terms and conditions set-forth herein;

 

(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform Your obligations under these Affiliate Terms, without the approval or consent of any other party;

 

(iii) You have sufficient right, title, and interest in and to the rights granted to Us in these Affiliate Terms; and,

 

(iv) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATE TERMS PRIOR TO ACCEPTING THESE AFFILIATE TERMS.

 

(b) Independent Contractors. Each of us shall be deemed to be independent contractors with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts or may contract anything in this paragraph.

 

(c) Assignability. You may not assign Your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign these Affiliate Terms.

 

(d) Governing Laws. These Affiliate Terms shall be governed by the substantive laws of Singapore without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction, and shall be considered to have been made and accepted in Singapore. Any dispute that may arise in connection with these Affiliate Terms shall be resolved in accordance with our Terms of Use.

 

(e) You may not amend or waive any provision of these Affiliate Terms unless in writing and signed by both of us.

 

(f) Entire Agreement. These Affiliate Terms represent the entire agreement between Us and You, and shall supersede all prior agreements and communications between us, oral or written.

 

(g) Headings and Titles. The headings and titles contained in these Affiliate Terms are included for convenience only, and shall not limit or otherwise affect the terms herein.

 

(h) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the both of us is effectuated, and the remainder of these Affiliate Terms shall have full force and effect.