GEEKUNI SERVICE PROVIDER AGREEMENT

NOTICE TO USER: PLEASE READ THIS SERVICE PROVIDER AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY REGISTERING AN ACCOUNT VIA THE GEEKUNI WEBSITE, YOU (THE “USER”) INDICATE YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS FROM XIING LIMITED (TRADING AS GEEKUNI), REGISTERED COMPANY NUMBER 06905861, WHOSE REGISTERED OFFICE IS LOCATED AT GROUND FLOOR FLAT, 54A FERMOY RD, LONDON, W9 3NJ, UNITED KINGDOM (“GEEKUNI"). YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT REGISTER AN ACCOUNT VIA THE WEBSITE.

IT IS HEREBY AGREED between the parties hereto as follows:

1. Definitions

“Account” means the information held by Geekuni about a User, including without limitation the User’s email address, name, username, address, password and the results of the User’s use of the Course(s), plus all other information requested and accepted by Geekuni from time to time which enables a User to have access to the Course(s);

“Course(s)” means the provision, by Geekuni to the User, of such training and assessment services as are set out in the Service Order Form, which shall be provided through the User’s use of the Website and eBox(es);

“eBox(es)” means the software and hardware made available to the User for performing the activities outlined in the Course(s);

“Effective Date” means, in respect of each Course, the date on which the User submits the Service Order Form for such Course;

“Fee” means the fee, if any, payable by the User in respect of the provision of a Course for the Initial Term and for each Renewal Term, as set out in the Service Order Form;

“Initial Term” means the initial term during which Geekuni shall provide each Course to the User, as set out in the Service Order Form;

“Intellectual Property Rights” means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

“Personal Information” means all information relating to and/or identifying individuals which is held by Geekuni;

“Renewal Term” means the renewal term during which Geekuni may (in accordance with clause 7) provide each Course to the User, as set out in the Service Order Form, in respect of which an additional Fee shall be payable;

“Service Order Form” means the order form completed by the User during the online Course subscription process;

“Source Code” means the machine readable source code contained within the eBox(es) and the software elements of the Website;

“Website” means websites located at http://geekuni.com and its subdomains, and the Geekuni software and hardware infrastructure of which certain access, as described herein, is made available to the User via the Internet.

2. USER REGISTRATION

2.1 The User shall submit via the Website such information as is requested by Geekuni for creation of the Account.

2.2 Following creation of an Account, in the event that the User wishes to enrol in a Course, the User shall complete the Service Order Form.

3. SERVICES

3.1 Following submission by the User of the Service Order Form, in consideration for payment by the User of the Fee, if any, and subject to all the terms and conditions of this Agreement, Geekuni shall provide the Course(s) to the User.

3.2 Geekuni's provision of each Course to the User shall commence on the relevant Effective Date and shall continue in effect for the Initial Term unless this Agreement is terminated by either party in accordance with clause 7. Thereafter, subject to payment by the user of the appropriate Fee, if any, Geekuni’s provision of each Course to the User shall be automatically renewed for successive periods of the Renewal Term, unless the User notifies Geekuni in writing not to renew the provision of the Course or unless this Agreement is terminated by either party in accordance with clause 7.

3.3 The User shall use each Course only for the purposes set out in the Service Order Form. In the event that Geekuni, in its sole discretion, considers that the User is making any illegal and/or unauthorised use of a Course, Geekuni reserves the right to take any action that it deems necessary, including terminating the provision of all Course(s) forthwith on notice and, in the case of illegal use, instigating legal proceedings.

3.4 Geekuni shall use reasonable endeavours to ensure that access to the Course(s) is available at all times, however the User acknowledges and agrees that Geekuni may suspend the provision of the Course(s) for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades, and shall not be liable to you for any such suspension. Geekuni reserves the right to make any changes to the Course(s) without prior notice.

4. PROPRIETARY RIGHTS.

4.1 Geekuni and its licensors have sole and exclusive ownership of all right, title, and interest in and to the Course(s), including all copyright and any other intellectual property rights therein and nothing in this Agreement shall be construed to convey title to or ownership of the Course(s). All rights in and to the Course(s) not expressly granted to the User are reserved by Geekuni and its licensors.

4.2 The User is hereby granted a personal, non-exclusive, worldwide, non-assignable, non-sub-licensable licence to use all parts of the Course(s) other than the Source Code for the term of this Agreement but only to the extent necessary for the User to receive the benefit of the Course(s) as described in the Website.

4.3 Except as expressly permitted in this Agreement, the User shall not, and shall not permit others to: (i) modify, translate, create or attempt to create derivative copies of or copy the eBox(es) and/or the Website in whole or in part; (ii) distribute, sublicence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the eBox(es) and/or the Website or the User’s right to use the same.

4.4 The User shall not:

• 4.4.1 modify, alter or use any registered or unregistered marks/logos owned by Geekuni; or
• 4.4.2 do anything which may be deemed to take unfair advantage of the reputation and goodwill of Geekuni; or
• 4.4.3 do anything which could be considered an infringement of any of the intellectual property rights owned by and/or licensed to Geekuni.

5. FEES

5.1 In consideration for the provision of the Course(s), the User shall pay Geekuni the non-refundable Fee on submission of the Service Order Form and on the commencement of each Renewal Period.

5.2 Where the User is resident within the European Union, the Fee is inclusive of VAT. Where the User is resident outside the European Union, the Fee is exclusive of all applicable sales or other taxes, which will be applied to the Fee and payable by the User at the standard rate.

5.3 In the event that the Fee is not paid in accordance with the provisions herein, Geekuni may deny the User access to the Course(s) forthwith on notice.

5.4 The User acknowledges and agrees that the Course(s) shall commence on the relevant Effective Date and that the User shall not, therefore, be entitled to refund of the Fee at any time thereafter.

6. DATA PROTECTION

6.1 The User authorises Geekuni to process the User’s Personal Information and warrants and undertakes that, for the term of this Agreement and for 1 year thereafter, Geekuni shall be authorised to use, store or otherwise process all Personal Information to the extent necessary to provide the Course(s).

6.2 Geekuni shall process the User’s Personal Information in accordance with the privacy policy, which can be viewed at http://geekuni.com.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the date on which the Account is created and shall continue thereafter until terminated by either party on the provision of not less than 30 days prior written notice to the other, or otherwise in accordance with this clause 7.

7.2 If either party breaches this Agreement in any material respect, the other party may give written notice to the breaching party of its intent to terminate, and if such breach is not cured within thirty (30) days after the breaching party’s receipt of such notice, this Agreement shall terminate without any further notice required.

7.3 Upon any termination of this Agreement for any reason, (a) the rights and licences granted to the User herein shall terminate; and (b) the User shall immediately cease all use of the Course(s); and (c) clauses 4, 6, 8 and 10 shall survive.

8. WARRANTIES AND LIABILITY

8.1 Geekuni cannot guarantee and does not warrant or represent that any specific results will be produced by the Course(s). To the maximum extent permitted by law, Geekuni expressly excludes all representations, warranties, obligations and liabilities in connection with the Course(s), including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.

8.2 To the maximum extent permitted by law, Geekuni shall not be liable for any loss, injury or damage caused in whole or part by, or resulting from:

• 8.2.1 any failure, delay, interruption or otherwise of the provision of the Course(s); or
• 8.2.2 the User’s actions taken pursuant to the receipt of the Course(s).

8.3 The User’s sole remedy with respect to any claims arising out of this Agreement shall be limited in the aggregate to the monies paid by User to Geekuni under this Agreement during the twelve (12) month period preceding the event giving rise to such liability.

8.4 In no event shall Geekuni be liable for:

• 8.4.1 any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit, or the cost of procurement of substitute products or services by User even if advised of the possibility of such damages;
• 8.4.2 any delay or failure to provide the Course(s) that is due to third parties, including without limitation, Internet service providers, data centres, server hosting companies and telecommunications companies; or
• 8.4.3 any delay or failure to provide the Course(s) that is due to the delay or failure on the part of the User to provide any information requested by Geekuni.

8.5 The User warrants that it has the right, authority and capacity to enter into and be bound by this Agreement and that you agree to be bound by this Agreement forthwith.

9. USER’S OBLIGATIONS

9.1 The User hereby acknowledges and agrees that it is solely responsible for procuring and paying for its access to the Internet.

9.2 The User hereby represents, undertakes and warrants that:

• 9.2.1 all information supplied by the User for the purpose of registering Geekuni is true, complete and accurate in all respects and it shall notify Geekuni as soon as reasonably practicable of all changes to such information; and
• 9.2.2 the User shall keep confidential the username and password created by the User, shall procure that no unauthorised access to and/or use is made of the Course(s) utilizing such username and/or password and shall inform Geekuni immediately if it has any reason to believe that such usernames and passwords have become known to any person other than the User or if the Course(s) are being or are likely to be used in an unauthorised way.

9.3 The User hereby fully indemnifies and undertakes to keep Geekuni fully indemnified (and its employees, directors and agents) forthwith on demand against any actions, claims, losses, liability, proceedings, damages, costs, expenses, loss of business, loss of profits, business interruption and other pecuniary or consequential loss howsoever arising (including reasonable legal costs and expenses) and suffered or incurred by Geekuni as a result of a third party claim against Geekuni and arising directly or indirectly out of any breach or alleged breach of any of the warranties made by the User in this Agreement.

9.4 In the event that the User is in breach of this clause 9, Geekuni, without prejudice to any other rights it may have in respect of such breach, may suspend the provision of the Course(s) without notice and shall not be liable for any such suspension of the Course(s).

10. CONFIDENTIALITY

10.1 Except for confidential information that is required to be disclosed by law or any regulatory authority, each party undertakes to the other that during the term of these terms and condition and thereafter it shall keep secret and shall not without the prior written consent of the other party disclose to any third party any confidential information relating to the business or affairs of such other party or any other information declared in writing by either party as being confidential.

10.2 Upon written demand from either party, any confidential information shall be returned to the originator of the information including all copies thereof or confirmed in writing that, save as required by law or regulation, it has been destroyed.

11. GENERAL

11.1 The User shall not assign this Agreement, in whole or in part, without the written consent of Geekuni.

11.2 This Agreement and its performance shall be governed by and construed in accordance with and the parties hereby submit to the exclusive jurisdiction of the laws of England and Wales.

11.3 If any provision of this Agreement is declared void, illegal, or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

11.4 Any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

11.5 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with reasonable dispatch whenever such causes are removed.

11.6 This Agreement (i) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof, and (ii) cannot be altered except by agreement in writing executed by an authorised representative of each party. No purchase order and/or standard terms of purchase provided by the User shall supersede this Agreement.

11.7 Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Geekuni and such third parties shall not be entitled to enforce any term of this Agreement against Geekuni.