These Emeritus Terms of Service (the “Agreement”) govern your access to and use of certain services provided by Emeritus Institute of Management Pte LTD. (“Emeritus,” “we,” “us,” or “our”). We provide educational services to students who seek to hone their leadership skills in a cutting-edge and transformational learning environment. With the help of content providers from around the world (each, an “Educator”), we prepare educational materials that are part of, or supplemental to, one of our many management education programs (“Educational Content”). Our services provide students with an opportunity to access and interact with the Educational Content, as well as a channel of communication to the Educator who is available to guide the student in maximizing their learning experience. You will be able to use our service to browse the Educational Content and make selections based upon your individual learning plan. Throughout this Agreement we will collectively refer to a student’s ability to search for and browse Educational Content, interact with Educational Content and communicate with Educators as the “Services.”

Before you can access our Services you must provide certain pieces of information that forms the basis of your profile (your, “Emeritus Profile”). Your Emeritus Profile will include a username and password that you can use to access the Services (your, “Access Information”). We use the information contained in your Emeritus Profile to tailor your interaction with the Services and to monitor and track your achievement of certain educational milestones, within the context of your individual education program, as applicable. You will be able to access our Services either by entering your Access Information at our website available at “insights.emeritus.org” (the “Site”) or you may elect to download our mobile application (the “App”) that will be posted in either the Apple Web Store or Google Play. In either case, your Emeritus Profile will display in the Site or in the App after you provide your Access Information. You hereby grant Emeritus a non-exclusive, royalty free, fully paid right to use, reproduce, publish, perform and display your Emeritus Profile when you enter your Access Information in the Site and, if elected by you, also on the App.

The Site and the App comprise the Emeritus platform (the “Platform”). For as long as your registration for our Services remains in effect, we will use the Platform to deliver the Services to you.

This Agreement forms a binding contract between you and Emeritus. If you do not agree to be bound by all of the terms and conditions of this Agreement then you may not use the Platform.

1. Educational Content.

The Platform is used to connect you with Educational Content produced by Educators. You understand that the Educators may not be employees of Emeritus. While we make every effort to review and ensure the value of all Educational Content, Emeritus does not assume responsibility for the acts of the Educators or the quality of the Educational Content. EMERITUS MAKES NO REPRESENTATION CONCERNING THE QUALITY OF THE EDUCATIONAL CONTENT, THE ACCURACY OF THE EDUCTATIONAL CONTENT OR THE FITNESS OF THE EDUCATIONAL CONTENT FOR YOUR INTENDED PURPOSE AND EMERITUS SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH EDUCATIONAL CONTENT.

2. Limited Permission to Use the Platform.

1. To install and use the App on a compatible mobile computing device (e.g., an iPhone) that you own or control (your “Mobile Device”), and

2. To access and use the Site through compatible browser software, in all cases solely for purposes of receiving the Services and performing your ordinary, lawful activities as a student in accordance with this Agreement.

3. Usage Restrictions.

You may not copy, modify, download or transfer any component of the Platform, in whole or in part. You may not reverse engineer, disassemble, decompile, or translate any portion of the Platform, attempt to derive the source code of any software component of the Platform, create any derivative work from the Platform, or authorize any third party to do any of the foregoing. Any attempt to transfer any of the rights, duties or obligations under this Agreement is void. You may not rent, lease, loan, resell for profit, or distribute the Platform, or any part thereof, nor may you provide access to the Platform over the Internet or any network for use by any third parties. You may not remove or alter any proprietary notice or legend regarding Emeritus’s proprietary rights in the Platform.

4. Internet-Connected Functionality and Data Exchange.

In order to provide some of its functionality, the App must connect via the Internet with computer servers operated by or on behalf of Emeritus and must exchange data with such servers. For example, the Platform may retrieve information regarding available Educational Content to be displayed within the applicable app, or the Platform may transmit information to such servers regarding your preferences and selections from among options presented within the various features of the applicable app. In order to submit select Educational Content through the Platform, you must also be connected to our servers through the Internet. Information collected via the Platform will be treated in accordance with Emeritus’ published Privacy Policy, as described below. You acknowledge and agree that, as a condition of your use of the Platform, you consent to such connectivity and data exchange. If you do not consent to such connectivity and/or data exchange, you must not use the Platform.

5. Privacy Policy.

You acknowledge that Emeritus may collect information in connection with your use of the Platform, and may use, process and disclose that information in accordance with the Emeritus published Privacy Policy (all such collection, use, processing, and disclosure, collectively our “Privacy Practices”). You may review the Emritus Privacy Policy at “insights.emeritus.org”. The Emeritus Privacy Policy forms an integral part of this Agreement, and you agree that we may treat all information collected in connection with your use of the Platform in accordance with the Privacy Practices described in our published Privacy Policy. By using the Platform you acknowledge that you have read and accept our Privacy Policy.

6. Ownership of Intellectual Property Rights.

This Agreement grants you only limited permission to access and use the Platform. As between you and Emeritus, you acknowledge that Emeritus and its licensors own and retain all proprietary rights in the Platform (including the Site, the App and all upgrades to any of the foregoing). The Platform includes copyrighted material, trademarks, and other proprietary information (“Intellectual Property”) of Emeritus and its licensors. There are no implied licenses under this Agreement, and all rights not expressly granted are hereby reserved. For the avoidance of doubt, you agree that your permissions to use the Site and the App are limited to the license granted in Section 2. You agree that any questions, comments, or suggestions (collectively, “Feedback”) that you send to Emeritus shall become the sole property of Emeritus. You further agree that Emeritus shall be free to use and exploit in any manner any ideas, concepts, know-how, methods, or techniques contained in such Feedback for any purpose without your consent and without payment of any consideration to you, and you hereby assign all rights, title and interest in such Feedback to Emeritus.

7. REGISTRATION AND CREATION OF ACCOUNT

1. You should at all times while accessing/using the Service (i) be a registered subscriber of Emeritus; (ii) hold a valid Account (as defined below) with Emeritus.

2. You will be required to create an account which will contain personal information like your name and e-mail address, if required.

3. It is recommended that You do not share Your Account details, particularly Your username and password with any third party. Emeritus accepts no liability for any losses or damages incurred as a result of (i) Your Account details being shared by You; or (ii) unauthorized access to Your Account by a third party.

4. If You have reason to believe that Your Account details have been obtained by another without consent, You should contact Emeritus at insightsupport@emeritus.org immediately to suspend Your Account and cancel any unauthorized subscription orders or payments (if any) that may be pending. Please be aware that subscription orders or payments (if any) can only be cancelled up until provision of Services has commenced. In the event that an unauthorized provision commences prior to Your notifying as required under this section I (4) of the unauthorized nature of the order or payment, Emeritus will suspend provision of Services and the withdrawal of any scheduled payments pending investigation. Following investigation, it shall be determined whether or not to cancel the Services and permit a full or partial refund of the payment for unauthorized order or revalidate Your Account post reverification and revalidation.

8. ACCESS TO THE SERVICE

1. Some of the Emeritus Content made available on the Service is being provided to You for free and there are no subscription charges for the usage of the Service. However, the Company reserves the right to adopt any method of monetization through the Service in the future as it deems fit.

2. This Service is offered and made available only to Users above the age of 18 years (or above 21 years of age, where a guardian is appointed as per the Majority Act of 1875) ("Age of Majority").

3. If You are under the Age of Majority and continue accessing the Service, the Company will assume that You have reviewed these User Agreement and the Privacy Policy with Your parent/legal guardian and Your parent/legal guardian understands and agrees to it on Your behalf. If You are under the Age of Majority at the time of accessing and/or using the Service, Your access and usage of the Service shall be deemed to be subject to parental/legal guardian consent and under parental/legal guardian’s guidance at all times. You and Your parents/legal guardians confirm that the Service is offered to You for Your enjoyment and these User Agreement shall constitute a legally binding user agreement between Emeritus and Your parents/guardians who are contracting on behalf of You. Where Users are below the Age of Majority, all references to "User", "You" and "Your" shall mean and include You and Your parents/ legal guardians acting for and on Your behalf for Your benefit.

4. Emeritus grants You a personal, revocable, non-exclusive, non-transferable right to access and use the Service, for non-commercial use only and private viewing only, in accordance with these User Agreement. You hereby agree to refrain from further streaming or making available the Emeritus Content provided on the Service to any other person(s), or in any manner communicate such Emeritus Content to the public.

5. These User Agreement, govern Your access of the Service and any data, message, text, image, audio, sound, voice, codes, computer programmes, software, database, micro film, video, information, content, interactive elements/features etc. that You host, publish, share, transact, display, upload and/or engage with.

6. Please note that the availability of the Service in Your jurisdiction, and Your ability to access the Service is subject to Emeritus’s sole discretion. Emeritus may at its sole discretion restrict the Service from being accessed in certain geographical locations. You undertake that Your access of the Service shall be in compliance with all applicable laws (as amended from time-to-time). You understand that Your access of the Service and its contents may vary depending upon Your jurisdiction, device specifications, internet connection, etc. You acknowledge and agree that We will provide You only access to the Service and that You will be solely responsible for all equipment as may be necessary for You to access the internet, mobile and/or other connection, operator and service fees associated with Your access, etc.

7. The quality of the display of the Emeritus Content may vary from device to device, and may be affected by a variety of factors, such as Your location, the bandwidth available through and/or speed of Your internet connection. HD, Ultra HD and HDR or any other high-resolution content availability is subject to Your internet service and device capabilities.

8. Most of Our content may from time to time be available for temporary download and offline viewing (only as part of the Service) on certain supported devices. Limitations apply, including restrictions on the number of Offline Views per account, the maximum number of devices that can contain Offline Views per account, the time period within which you will need to begin viewing Offline Views and how long the Offline Views will remain accessible for your account.

9. SUBSCRIPTION SERVICES

1. Some of the Emeritus Content made available on the Services can be availed only by registered Users who have opted for any specific subscription plan ("Subscription User").

2. Emeritus may from time to time offer different kinds of Subscription plans, each of these Subscription plans will be subject to different limitations and restrictions and the cost of each of these Subscription plans may vary.

3. Emeritus currently offers an all access Annual Premium Subscription pack to Users and may offer in future various subscription packages with access to certain Emeritus Content.

4. Emeritus shall have the discretion to make certain Emeritus Content that is a part of the Subscription available to You on more than one end user compatible system concurrently. Emeritus shall also have the discretion to make certain Emeritus Content whether forms a part of any Subscription plan or otherwise, available to You under one Account and more than one device concurrently.

10. SUBSCRIPTION FEE AND SUBSCRIPTION TERM

1. After successful creation of the Account, upon attempting to access Emeritus Content that is available only to a Subscription User, You will be required to pay a subscription fee for accessing the Service, depending on one or more of the subscription packages options as made available by Emeritus from time-to-time (Subscription Fee).

2. The Subscription Fee specified for each Subscription plan are inclusive of applicable taxes.

3. Emeritus will be using third party payment gateways to process and facilitate the payment of the Subscription Fee. On successful completion of the payment to the Subscription Fee, Service subscribed by You will become active and You will be granted access to the specific premium content as part of the Service. In certain cases, post completion of the payment to the Subscription Fee, Your Service activation may be delayed due to operational reasons.

4. The subscription packages opted by You will be applicable for a specified period (“Subscription Term”) which may be a month, a quarter, six months, one year, or as indicated on the platform, from the date you subscribed the Service. Service shall remain active for the relevant Subscription Term.

5. You can access the status of Your subscription anytime through the "Manage Subscription" section under 'More' on the Navigation Menu on Your app OR under 'My Account' on the Site.

6. Emeritus reserves the right to change, terminate or otherwise amend the subscription packages, Subscription Fees and billing cycles at its sole discretion and at any time. Such amendments shall be effective upon posting on the platform and Your continued use of the Service shall be deemed to be Your conclusive acceptance of such amendments however revised Subscription Fee shall only be applicable upon completion of the ongoing Subscription Term.

7. In case of revision in the Subscription Fee for a particular membership plan for any extension or renewal period, Emeritus will give You an advance notice of such revision whether by way of notification on the Service itself or through Your registered e-mail. Your continued use of the Service post such notification upon commencement of renewal or extension period, shall be construed as acceptance of the revised Subscription Fees.

8. The Subscription Fees billed are non-refundable irrespective of whether the Service have been availed by You or not. Your subscription plan will continue to remain active till the end of the Subscription Term, irrespective of when You cancel the Service. In the event of any fraudulent transaction or erroneous subscription, we may refund the Subscription Fee during the Subscription Term then Your subscription will be deactivated, and Your entitlement to access Our premium content shall be revoked. Any changes in the subscription plan opted by You is effective only after the expiry of the current Subscription Term for which You have already been billed. Accordingly, the Service as per revised plan opted by You shall be effective only after the expiry of the then current Subscription Term.

9. Post cancellation of Your subscription, if you wish to re-subscribe to the Service, you may do so from Your " Manage Subscription" page within the App. OR under 'My Account'; on the Site.

11. TERMS FOR BILLING, PAYMENT AND CANCELLATION

1. The Subscription Fee will be billed as per Your selected Payment Method (defined hereunder) for the subscription plan elected by You at the beginning of Your Subscription Term and on each subsequent renewal automatically (as per the subscription plan chosen by You) unless and until You cancel the Service, or the Service is otherwise suspended or discontinued pursuant to these User Agreement. To see the commencement date for Your next renewal period or to cancel the Service, You need to visit the 'Manage Subscription' section via 'More' on the Navigation Menu on Your App OR under 'My Account' on the Site. It may take a few days for Your payment made to Emeritus to be reflected in Your 'Account' section. On cancellation of the Service, You may be notified by Emeritus.

2. "Payment Method" shall mean a current, valid accepted payment method and shall include depending on the platform either (a) the Approved Recurring Payment Options namely (i) Specific Credit Cards, or (ii) Selected Debit cards and/or (iii) In App Purchases other than Approved Recurring Payment Options, as permitted by Emeritus. The Approved Recurring Payment Options shall be updated from time to time without any further notification.

3. Emeritus will be automatically billing as per Your Payment Method as Approved Recurring Payment Options for each Subscription Term as per Your Subscription plan.

4. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, you shall be able to access the Service only after You set up the revised Valid Payment Method and subject to receipt of the Subscription Fee by Us.

5. You cannot change your Payment Method during a particular Subscription Term. If Your selected Payment Method is no longer available or expires or Your Payment Method fails for whatsoever reason, You will be responsible and liable for any uncollected amounts and Emeritus reserves the right to terminate the subscription offered to You.

6. You also understand and acknowledge that Emeritus only facilitates the third-party payment gateway for processing of payments. The third-party payment gateway service provider will require certain financial information including Your credit card /debit card or other banking information. Other than providing a confirmation upon receipt of payment against a membership account, Emeritus disclaims any and all liabilities in relation to Your payment processing by such third-party payment gateway service provider and the collection and processing of any information provided to party payment gateway service provider.

7. You are responsible for the accuracy and authenticity of the information provided by You, including the bank credit/debit card details and any other information requested by the payment gateway service provider during the subscription process. Emeritus further clarifies that We do not receive or collect any of Your financial information including bank account number, credit card and/or debit card number, one-time-passwords sent by your bank, passwords, bank customer IDs etc., and will not be responsible for misuse of such information by any one. You agree and acknowledge that Emeritus shall not be liable and in no way be held responsible for any losses whatsoever, whether direct, indirect, incidental or consequential, including without limitation any losses due to delay in processing of payment instruction or any credit card/debit card/banking fraud.

8. You can file any complaint related to payment processing by writing to us directly on insightsupport@emeritus.org and the same will be forwarded to the concerned third party payment gateway provider for redressal.

9. Upon payment through any of the Payment Method and confirmation of receipt of such payment from the payment gateway provider, an electronic invoice may be made available to You.

12. FREE TRAIL

1. The free trial period may be provided by Emeritus at its sole discretion depending the promotional marketing referral plan Emeritus chooses to promote from time to time and you choose to participate in, as such. Such free trial period will last for up to a maximum and consecutive period of seven (07) days to ninety (90) days or such other term as may be determined by Emeritus depending upon the nature of promotional plans it chooses to market. Your eligibility for a free trial including the time for such free trial and the Emeritus Content available to be viewed during free trial period is at the discretion of Emeritus and such free trial can be modified, suspended or terminated by Emeritus at any point of time without giving notice to You.

2. The free trial period shall only be available to the Users who have opted for participation in the Referral Program. Users who opt for Subscription and convert to Subscribed Users shall not be eligible for free trial period for Your current Subscription Term and anytime in future.

3. Upon consumption of free trial period, You will be reverted back to the User privileges outside of a Subscribed User. You shall be fully and solely responsible to keep a track of free trial period and choose to opt-in to purchase the Service subscription on or before the end date of free trial period to avoid any termination of access to Emeritus Content currently available only to a Subscribed User.

4. Period of free trial shall only be provided once for each Account. Emeritus reserves the right to make changes to this policy from time to time at its own discretion and will.

5. Any unconsumed days of free trial shall not be carried forward for future period.

13. Third Party Trademarks and Content; Copyright Agent.

You acknowledge that the Platform may display content, other than Educational Content, like information about Educators, other management education programs and information about Emeritus generally, containing text, photos, graphical material, trademarks, and other information and media provided to us by third parties (collectively, “Third-Party Content”). YOU ACKNOWLEDGE AND AGREE THAT EMERITUS IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, CURRENCY, LEGALITY, SUITABILITY OR QUALITY OF THIRD-PARTY CONTENT AND SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH THIRD-PARTY CONTENT OR IN CONNECTION WITH ANY PRODUCT, SERVICE, REBATE OFFER OR OTHER OFFERING DESCRIBED THEREIN. You may not reproduce, publicly perform, publicly display, modify, distribute or create derivative works of any Third-Party Content, nor use any Third-Party Content except as provided by the standard functionality offered within the Platform.

Emeritus respects the intellectual property rights of third parties. In the event that you have a good faith belief that your copyrights have been violated by the use or display of certain content within the Platform, it is our policy to investigate and promptly undertake efforts to resolve the issue. To notify us regarding an alleged copyright violation, you must provide us with all of the following information:

14. Third-Party Websites.

The Platform may contain links to websites not operated by Emeritus. Emeritus is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Platform you may be exposed to third-party websites or content that you find offensive, indecent or otherwise objectionable. Emeritus makes no warranty, representation, endorsement, or guarantee regarding any such third-party websites or any products or services accessible through such third-party websites. YOU ACKNOWLEDGE AND AGREE THAT EMERITUS IS NOT RESPONSIBLE FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD-PARTY WEBSITE, NOR FOR THE PRACTICES (INCLUDING PRIVACY PRACTICES) OF THE OPERATORS OF ANY SUCH THIRD-PARTY WEBSITES, AND EMERITUS SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY SUCH THIRD-PARTY WEBSITES, CONTENT, FUNCTIONALITY, OPERATORS OR PRACTICES, OR THE QUALITY OR SUITABILITY OF THE FOREGOING. Emeritus encourages you to review the terms of use and privacy policies of all third-party websites you visit.

15. Disclaimer of Warranties.

THE PLATFORM IS PROVIDED BY EMERITUS ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMERITUS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, DATA ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT EMERITUS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE PLATFORM WILL BE ERROR-FREE, THAT ERRORS IN THE PLATFORM WILL BE CORRECTED, THAT ANY CONTENT OR INFORMATION DISPLAYED WITHIN THE PLATFORM OR ACCESSED THROUGH THE PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE, OR THAT THE PLATFORM OR ANY MATERIALS AVAILABLE FOR DOWNLOAD VIA THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

16. Limitation of Liability.

IN NO EVENT SHALL EMERITUS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY CLAIMS IN CONNECTION WITH THE PLATFORM AND ANY EDUCATIONAL CONTENT OR EDUCATOR, AND INCLUDING ANY CLAIMS FOR LOSS OF PROFITS, LOST OR CORRUPTED DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER EMERITUS WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CLAIM OR THE THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL EMERITUS BE LIABLE TO YOU, IN AGGREGATE FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, FOR MONETARY DAMAGES IN EXCESS OF SUMS PAID BY YOU FOR THE SERVICES DURING THE CALENDAR MONTH PRECEDING THE EVENT GIVING RISE TO LIABILITY. YOU UNDERSTAND THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS OF THIS AGREEMENT, AND WITHOUT THIS LIMITATION OF LIABILITY EMERITUS WOULD BE UNWILLING TO GRANT YOU THE LICENSE AND RIGHTS GRANTED UNDER THIS AGREEMENT.

17. Contract Parties.

You acknowledge and agree that this Agreement is a contract directly between you and Emeritus. If your Mobile Device is an Apple™ product, you acknowledge that Apple is not a party to this Agreement and shall have no obligations or liabilities to you or to any third party in connection with this Agreement. You agree, however, that Apple is an intended third-party beneficiary of this Agreement and shall have the authority to enforce this Agreement against you, including, without limitation, the disclaimers and limitations of liability set forth in this Agreement.

18. Your Representations and Warranties.

You represent and warrant that

1. You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

2. You are not listed on any U.S. Government list of prohibited or restricted parties.

19. Indemnity.

You agree to hold harmless and indemnify Emeritus, its affiliates, and their respective officers, directors, employees and agents from and against all damages, liabilities and expenses (including attorneys’ fees and court costs) in connection with any claim brought by a third party and arising in connection with your use of the Platform and/or your breach of this Agreement.

20. Termination.

The Agreement will be in effect as of the date that you complete your Emeritus Profile and continue until terminated (the period during which this Agreement remains in effect, the “Term”). You may terminate this Agreement at any time by electing termination from the available functionality within the administrative features of your Emeritus Profile,provided that, if you have purchased a subscription to the Services for a specific period of time (e.g., a one-year subscription), the Agreement will remain in effect for that period, and upon expiration, the Term shall automatically renew and extend for additional periods equal to the initial Term, unless you provide written notice of your intention not to renew at least thirty (30) prior to the expiration of the applicable term. We may terminate this Agreement upon written notice identifying your breach of any material term, provided that you fail to cure your material breach within fifteen (15) calendar days, or we may terminate this Agreement at any time upon written notice if we discontinue the Services. Emeritus shall immediately stop providing you the Services upon any termination or expiration of this Agreement. In the event of any termination, all amounts you owe Emeritus shall become immediately due and payable.

21. Government End Users.

The Platform is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire access to the Platform with only those rights set forth herein.

22. Applicable Law and Jurisdiction; Dispute Resolution.

The Agreement shall be governed by and construed in accordance with the laws of Singapore Each party irrevocably submits to the exclusive jurisdiction of the Singapore International Commercial Court for all disputes arising out of or in connection with the Agreement, including any question relating to its existence, validity or termination. In the event and to such extent that the Singapore International Commercial Court either (a) determines that it lacks the jurisdiction to hear and try the whole or any part of the Dispute, and/or (b) declines to assume jurisdiction over the whole or any part of the Dispute, each party consents to the transfer of the suit, action or proceedings relating to the Dispute from the Singapore International Commercial Court (a division of the High Court of the Republic of Singapore) to the High Court of the Republic of Singapore generally.

23. General Provisions.

This Agreement is between you and Emeritus, and you may not transfer, assign or delegate this Agreement to anyone without the express written permission of Emeritus. Any attempt by you to assign, transfer or delegate this Agreement without the express written permission of Emeritus shall be null and void. You acknowledge that Emeritus will have the right hereunder to seek an injunction if necessary to stop or prevent a breach of your obligations hereunder. The paragraph headings in this Agreement are included only to help make the agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us shall have effect unless such waiver is set forth in writing, signed by us; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between Emeritus and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements regarding this subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

Contact Information. If you have any questions about this Agreement and/or regarding the Platform, please contact Emeritus at:

Email:  insightsupport@emeritus.org 

Hours: 8:30 to 5:30 ET