TERMS OF USE FOR ONLINE COURSES OF IT TALENT

Enacted: September 19, 2022

Last modified: September 19, 2022

These Terms of Use for Online Courses of IT Talent (hereinafter referred to as the “Terms”) define the rules for providing educational online services (hereinafter referred to as the “Services”) by IT Talent OÜ, a legal entity incorporated under the laws of the Republic of Estonia, registry code 12735787 (hereinafter referred to as the “IT Talent”) to the natural persons and legal entities using the Services of IT Talent (hereinafter referred to as the “Customers”), as well as the rules for the use of educational materials of the Services by the Customers.

The Terms shall apply in connection with the Basics of IT Talent Study Organization and the Basics of IT Talent Training Quality Assurance. The Basics of IT Talent Study Organization and the Basics of IT Talent Training Quality Assurance apply to the provision of the Services if their application does not contradict these Terms. If the particular relations between IT Talent and the Customer are governed by the Basics of IT Talent Study Organization or/and the Basics of IT Talent Training Quality Assurance under the Terms or under the nature of the particular relations, the Basics of IT Talent Study Organization or/and the Basics of IT Talent Training Quality Assurance shall prevail.

The Terms shall apply in connection with the Privacy Policy of IT Talent which regulates the processing of personal data of the Customers and other data subjects. Because IT Talent is a legal entity incorporated in the European Union and provides Services for European Union residents, these Terms and the Privacy Policy are governed by the General Data Protection Regulation No. 2016/679 (GDPR) adopted by the European Parliament and the Council on 27 April 2016. In case of any contradictions between these Terms or Privacy Policy and the GDPR, the GDPR shall apply. In case of any contradictions between the Terms and the Privacy Policy in matters related to the processing of personal data, the Privacy Policy shall prevail.

These Terms do not apply to the provision of recruiting services by IT Talent. The provision of recruiting services by IT Talent is regulated by the Terms of Use for Recruiting Agency of IT Talent. The Terms of Use for Recruiting Agency of IT Talent do not apply to the provision of the Services under these Terms.

The following terms and definitions shall apply to these Terms:

“Courses” means online educational courses offered within the Services.

“Customer” means any natural person who is at least 16 (sixteen) years of age and who is interested in the Services of IT Talent. A legal entity interested in the Services of IT Talent may be considered as the Customer if the program or curriculum of the respective Course assumes the provision of the Services to legal entities. If a legal entity requests the provision of the Services under the Terms for the purpose of training employees, contractors, or other natural persons of such a legal entity, the legal entity itself remains the Customer for the purposes of these Terms.

“Customer’s Content” means any content and/or materials created by the Customer under the Terms, including homework prepared within the Courses, feedback of the Customer about the Trainers, and other communication of the Customer with the Trainer or with other Customers. The term “Customer’s Content” applies to the content and/or materials created by natural persons for whom the Customer, being a legal entity, requests the provision of the Services.

“Fee” means the price for the Services defined in accordance with Section 5 of these Terms.

“Legal Notice” means any statement, notification, notice, demand, or other legal notice related to these Terms or/and performance of the Terms.

“Rules of Service Provider” means terms of use, privacy policy, and other documents and policies of the Service Provider that relate to the provision of the Services.

“Service Provider” means a natural person or a legal entity involved by IT Talent in the provision of the Services under the contract concluded between IT Talent and the Service Provider, except for the Trainers.

“Services” means educational training services as prescribed by Section 3 of these Terms.

“Subsidiary” means a legal entity incorporated, owned, or controlled by IT Talent.

“Trainer” means a natural person designated by IT Talent for providing the Services. The Trainer acts under the employment contract, services contract, copyright contract, or commissioned works contract signed with IT Talent or IT Talent’s Subsidiary.

“Website” means the website of IT Talent with the URL https://ittalent.ee/ and https://academy.ittalent.ee.

SECTION 1. ACCEPTANCE AND TERMINATION OF THESE TERMS

1.1. The Customer accepts these Terms by registering for the Course in accordance with the procedure established in Section 5 of the Terms. The Customer accepts the Terms at the moment of filling out the registration form provided on the Website or at the moment of completing other registration procedures established by IT Talent.

1.2. If the Customer does not register for the Course in accordance with the procedure established in Section 5 of the Terms but expresses an interest in the Services by communicating with IT Talent regarding the use of the Services, viewing the demo version of the Courses or in a similar manner, the Customer is subject to the provisions of para.7.5, paras.7.12-7.13, and Sections 8-14 of the Terms.

1.3. If the Customer accepts the Terms in accordance with para.1.1 or para.1.2 of the Terms, the Terms shall remain in effect in relations between the Customer and IT Talent for an indefinite period of time. The Customer that registered for the Course in accordance with para.1.1 of the Terms may terminate the Terms by sending IT Talent a Legal Notice on the termination of the Terms in accordance with Section 11 of the Terms or by terminating the use of the Services.

1.4. If the Customer terminates the Terms in accordance with para.1.3 of the Terms, the provisions of para.7.5, paras.7.12-7.13, and Sections 8-14 of the Terms shall survive the termination and shall remain in effect for an indefinite period of time.

1.5. IT Talent has the right to terminate the Terms with the Customer if the Customer or a natural person for whom the Customer, being a legal entity, requests the provision of the Services violates these Terms in any way. The Terms are terminated on the day on which the Customer receives the Legal Notice of IT Talent stating that the Terms are terminated. In cases provided by the Terms, IT Talent has the right to terminate the Terms without any prior notice to the Customer.

IT Talent also has the right to terminate the Terms under the grounds provided in the Basics of IT Talent Study Organization.

If IT Talent terminates the Terms, the provisions of para.7.5, paras.7.12-7.13, and Sections 8-14 of the Terms shall survive the termination and shall remain in effect for an indefinite period of time.

SECTION 2. CUSTOMER

2.1. The Customer is a natural person or a legal entity interested in the Services as defined in the Preamble of these Terms. IT Talent provides Services to Customers that are legal entities only if the program or curriculum of the respective Course provides for such an opportunity. If under the program or curriculum of the Course the Customer is a legal entity, all the natural persons for whom the Customer requests the provision of the Services shall comply with the provisions of the Terms, including the restrictions on the use of the materials of the Courses established in Section 7 of the Terms. The violation of the Terms by a natural person for whom the Customer, being a legal entity, requests the provision of the Services leads to the termination of the Terms with such a Customer in accordance with para.1.5 of the Terms.

2.2. In order to use the Services, the Customer who is a natural person shall be at least 16 (sixteen) years of age. If IT Talent has doubts regarding the age of the Customer, IT Talent has the right to request the Customer to verify the Customer’s age. If the Customer refuses to verify the Customer’s age or if IT Talent finds out that the Customer is less than 16 (sixteen) years of age, IT Talent has the right to immediately terminate the Terms with the Customer, delete all the personal data associated with such a Customer in accordance with the Privacy Policy, and restrict access of the Customer to the materials of the Courses. If by the date of the Terms’ termination the Customer has already paid the Fee or the respective part of the Fee for the Services, IT Talent performs the refund of the Fee in accordance with the procedure of Section 5 of the Terms.

2.3. If the Customer is a legal entity, all the natural persons for whom the Customer requests the provision of the Services shall be at least 16 (sixteen) years of age. By accepting these Terms, such a Customer warrants IT Talent that all the natural persons using the Services under the Terms between the Customer and IT Talent are at least 16 (sixteen) years of age. If IT Talent has doubts regarding the age of natural persons for whom the Customer requests the provision of the Services, IT Talent has the right to request the Customer to verify the age of natural persons using the Services. If the Customer refuses to verify the age of natural persons using the Services, IT Talent has the right to immediately terminate the Terms with the Customer, delete all the personal data of natural persons for whom the Customer requests the provision of the Services, and restrict access of the Customer and all the natural persons to the Services. If IT Talent finds out that some of the natural persons for whom the Customer requests the provision of the Services are less than 16 (sixteen) years of age, IT Talent will immediately delete all the personal data associated with such natural persons and restrict access of such natural persons to the Services. The refund of the Fee in such a case is performed in accordance with the procedure of Section 5 of the Terms.

2.4. IT Talent has the right to refuse the provision of the Services to the Customer if the Customer is included in one of the sanctions lists approved by the European Union, the United Kingdom, or the USA, or if the provision of the Services to such a Customer violates the sanctions restrictions or regulations imposed by the European Union, the United Kingdom, or the USA. IT Talent has the right to verify the Customer before providing the Services to the Customer if there is reasonable ground to believe that the Customer may be included in the sanctions lists or that the provision of the Services to such a Customer would violate the sanctions restrictions or regulations. If IT Talent finds out that the Customer is included in the sanctions lists approved by the European Union, the United Kingdom, or the USA, or if the provision of the Services to such a Customer violates the sanctions restrictions or regulations imposed by the European Union, the United Kingdom, or the USA, IT Talent will refuse provision of the Services to such a Customer and will restrict access of the Customer to the materials of the Courses. If by that moment the Customer has already paid the Fee or the respective part of the Fee, IT Talent performs the refund of the Fee in accordance with the procedure of Section 5 of the Terms.

2.5. IT Talent has the right to refuse the provision of the Services if the Customer has previously used the Services, and IT Talent has terminated the Terms in respect of such a Customer due to the violation of the Terms committed by the Customer or by a natural person for whom the Customer, being a legal entity, requested the provision of the Services. If such a Customer has already paid the Fee, IT Talent performs the refund of the Fee in accordance with the procedure of Section 5 of the Terms.

SECTION 3. SERVICES OFFERED BY IT TALENT

3.1. The Services offered by IT Talent are Courses on matters related to recruitment and job search, as well as ancillary Services closely related to the Courses. 

3.2. The targeted group of the Customers using the Services of IT Talent are persons interested in obtaining the profession of HR manager or recruiter. However, IT Talent does not restrict other Customers interested in the Services of IT Talent to use the Services. 

3.3. The Services are offered through the Website and/or by use of online resources and web-services, including web-service Kajabi that acts as the Service Provider of IT Talent. If the Services are offered by use of Kajabi, the provision of the Services is governed by these Terms and the Policies of Kajabi. In matters related to the use of the products and services of Kajabi the Policies of Kajabi shall prevail. IT Talent does not bear any liability for the Policies of Kajabi, as well as for the actions or omissions of Kajabi not controlled or governed by IT Talent. 

3.4. The Services are offered in one of the formats chosen exclusively by IT Talent: 

3.4.1. Recorded training videos with no homework, online video meetings with the Trainers of IT Talent, or feedback from the Trainers of IT Talent. 

3.4.2. Recorded training videos with either homework, or feedback from the Trainers of IT Talent, or online video meetings with the Trainers of IT Talent. 

3.4.3. Online video meetings with the Trainers of IT Talent but with no homework or feedback from the Trainers of IT Talent. 

3.4.4. Online video meetings with the Trainers of IT Talent with homework or/and feedback from the Trainers of IT Talent. 

3.4.5. Mixed online Courses, namely, the Courses which comprise of both recorded training videos and online video meetings with the Trainers of IT Talent. Such mixed online Courses may also provide homework or/and feedback from the Trainers of IT Talent. 

3.5. The feedback from the Trainers of IT Talent prescribed by para.3.4 of the Terms may be provided in written or oral form subject to the discretion of IT Talent. The procedure for providing feedback to the Customers of the Courses is determined exclusively by IT Talent. 

3.6. The format of the Services prescribed by para.3.4 of the Terms is determined exclusively by IT Talent. 

3.7. The Services are offered in accordance with the program and curriculum of the Courses approved by IT Talent in accordance with the Basics of IT Talent Study Organization. IT Talent has full discretion in determining the program and curriculum of the Courses. The Customer does not have the right to dispute the program or curriculum of the Courses. 

3.8. IT Talent has the right at any point of time to amend the program and curriculum of the Courses without the Customer’s prior consent subject to the restrictions that may be imposed by the Basics of IT Talent Study Organization. 

3.9. IT Talent has the right at any point of time to amend the materials and contents of the Services without the Customer’s prior consent subject to the restrictions that may be imposed by the Basics of IT Talent Study Organization. 

3.10. IT Talent has the right at any point of time to change the format of the Services provided in para.3.4 of these Terms without the Customer’s prior consent. 

3.11. IT Talent owns the copyright in all the materials of the Courses. The Customers have the right to use the materials only within the scope determined by Section 7 of the Terms. 

3.12. The teaching of the Courses may be postponed or cancelled on the grounds provided in the Basics of IT Talent Study Organization. 

3.13. The Customer or the natural person for whom the Customer, being a legal entity, requests the provision of the Services may be excluded from the provision of the Services without any refund of the Fee if the Customer or the natural person violates the Terms or if there are grounds for the exclusion provided in the Basics of IT Talent Study Organization. The exclusion of the Customer from the provision of the Services amounts to the termination of these Terms. 

3.14. The respective Course of IT Talent may provide the online chat for the Customers and the natural persons receiving the Services under the request of the Customer that is a legal entity. The chat may also provide the Customers or natural persons using the Services at the request of the Customer with the opportunity to communicate with IT Talent and/or the Trainers of the Course. The Customers and the natural persons using the Services at the request of the Customer shall not use the chat in the following ways: 

3.14.1. Create, publish, or send messages, posts, comments, and other content, including Customer’s Content that violate applicable legislation. 

3.14.2. Create, publish, or send messages, posts, comments, and other content, including Customer’s Content that may be rude, offensive, defamatory, or may include content the publication or distribution of which is a crime under applicable legislation. 

3.14.3. Use curse words in the messages, posts, comments, and other content, including Customer’s Content. 

3.14.4. Create, publish, or send messages, posts, comments, and other content, including Customer’s Content that contains pornography, including child pornography, or other erotic materials. 

3.14.5. Create, publish, or send spam, i.e., irrelevant or unsolicited messages sent to a large number of recipients for the purposes of advertising, phishing, spreading malware, etc.

3.14.6. Create, publish, or send advertisements and other marketing materials. 

3.14.7. Distribute in the chat URLs related to the competitors of IT Talent. 

3.14.8. Distribute in the chat URLs not related to the Services. 

3.14.9. Distribute in the chat viruses or other malware. 

3.15. The use of the chat in violation of para.3.14 of the Terms amounts to a violation of these Terms. 

3.16. If the Customer or a natural person for whom the Customer, being a legal entity, requests the provision of the Services successfully completes the Course, IT Talent may issue the certificate confirming the successful completion of the Course by the Customer or the natural person. The issuance of certificates is governed by the Basics of IT Talent Study Organization. 

SECTION 4. TRAINERS OF THE SERVICES

4.1. IT Talent provides the Services by engaging qualified Trainers. Trainers are professionals and experts in the field of HR and/or recruiting, including IT recruiting. The choice of the Trainers is made in accordance with the Basics of IT Talent Training Quality Assurance.

4.2. IT Talent has full discretion in assigning the Trainers for each of the Courses. The Customer does not have the right to dispute the chosen Trainer of the Course except for the grounds and in accordance with the procedure that may be provided in the Basics of IT Talent Training Quality Assurance.

4.3. IT Talent verifies the qualification and experience of Trainers in accordance with the Basics of IT Talent Training Quality Assurance. Subject to the provisions of the Basics of IT Talent Training Quality Assurance, IT Talent may ask the Customers to provide feedback on the Trainer of the respective Course to determine the qualification of the Trainer. If the Customers provide negative feedback on the Trainer, the Trainer may be replaced with another Trainer in accordance with the rules provided by the Basics of IT Talent Training Quality Assurance. The rule of this paragraph of the Terms applies to the feedback provided by natural persons using the Services of IT Talent at the request of the Customer which is a legal entity.

4.4. Trainers are representatives of IT Talent. All the actions of the Trainers are performed on behalf of IT Talent. IT Talent bears the full responsibility before the Customers for the actions and omissions of the Trainers.

4.5. The Trainer does not have the right to resolve any dispute with the Customer or with a natural person for whom the Customer, being a legal entity, requests the provision of the Services. All disputes regarding the Services or the Courses shall be resolved directly with IT Talent in accordance with Section 12 of the Terms.

4.6. The Trainer does not have the right to change the format of the Course, the program or curriculum of the Course, or the contents of the Course without prior authorization of IT Talent.

4.7. IT Talent may provide the Trainer with the authorization to exclude the Customers or natural persons using the Services at the request of the Customer from the provision of the Services in accordance with para.3.13 of the Terms.

4.8. If the Trainer violates applicable educational, administrative, or criminal law, the distribution of liability between the Trainer and IT Talent is performed in accordance with applicable legislation.

SECTION 5. REGISTRATION AND FEES

5.1. In order to use the Services of IT Talent, the Customer shall register for the particular Course. To register for the Course, the Customer shall fill out the registration form available on the Website or on other Internet resources used by IT Talent for offering the Services and provide his or her full name and other personal data prescribed by the Basics of IT Talent Study Organization. The personal data of the Customer is processed in accordance with the Privacy Policy of IT Talent. The full registration procedure is provided on the Website. Prior to the registration, the Customer shall also agree with these Terms, the Privacy Policy of IT Talent, the Basics of IT Talent Study Organization, and the Basics of IT Talent Training Quality Assurance. IT Talent will refuse access to the Services if the Customer does not register for the Course in accordance with the established registration procedure or does not agree with the Terms, the Privacy Policy of IT Talent, the Basics of IT Talent Study Organization, or the Basics of IT Talent Training Quality Assurance.

5.2. If the Customer is a legal entity that requests the provision of the Services for natural persons, IT Talent may establish a special registration procedure for such a Customer and natural persons for whom the Customer requests the provision of the Services. The such special registration procedure may require the conclusion of a written agreement between the Customer and IT Talent that shall not contradict the provisions of the Terms. In case of any contradictions between the signed written agreement and the Terms, the Terms shall prevail.

5.3. The Services are provided on a Fee basis. The particular amount of the Fee that shall be paid by the Customer, as well as the terms of the payment, are established in the program of Course available on the Website or/and other Internet resources used by IT Talent for offering the Services. IT Talent will refuse access to the Services if the Customer does not pay the Fee for the Course in accordance with the program of the Course.

5.4. The program of the Course may provide an instalment plan of the Fee, discount, or credit line subject to the full discretion of IT Talent.

5.5. If the Customer is a legal entity, such a Customer shall pay the Fee for all natural persons using the Services of IT Talent in accordance with the program or curriculum of the Course.

5.6. Unless otherwise is explicitly provided by these Terms, the refund of the Fee is performed under the grounds provided in the Basics of IT Talent Study Organization. In case of any contradictions between the Terms and the Basics of IT Talent Study Organization related to the grounds of the refund of the Fee, the Basics of IT Talent Study Organization shall prevail.

5.7. If IT Talent finds out that a Customer is a natural person who is under 16 (sixteen) years of age and terminates the Terms in accordance with para.2.2 of the Terms, IT Talent makes the full refund of the Fee if IT Talent has not started the provision of the Services yet. If part of the Services has been provided before the termination of the Terms, the Fee is partially refunded in proportion to the scope of the Services that have already been provided before the termination. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.7. If IT Talent requests the Customer which is a legal entity to verify the age of the natural persons using the Services in accordance with para.2.3 of the Terms, and the Customer refuses to verify the age of such natural persons, IT Talent shall not make any refund of the Fee to such a Customer. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.8. If IT Talent finds out that some of the natural persons for whom the Customer, being a legal entity, request the provision of the Services are under 16 (sixteen) years of age, and IT Talent restricts access of such natural persons to the Services in accordance with para.2.3 of the Terms, the refund of the Fee is performed in accordance with the following rules:

5.8.1. If the Customer which is a legal entity did not know or/and could not know that the natural person is under 16 (sixteen) years of age, IT Talent refunds the part of the Fee that attributes to the provision of the Services in favour of such a natural person in proportion to the scope of the Services that have already been provided in favour of such a natural person.

5.8.2. If the Customer which is a legal entity knew or/and could know that the natural person is under 16 (sixteen) years of age, IT Talent shall not make any refund of the Fee.

The provisions of the Basics of IT Talent Study Organization do not apply to para.5.8 and paras.5.8.1-5.8.2 of the Terms.

5.9. If IT Talents terminates the license to use the materials of the Course in accordance with para.7.8 or para.7.10.2 of the Terms, IT Talent shall not make any refund of the Fee.

5.10. If IT Talent terminates the Terms under para.2.4 of the Terms, IT Talent makes the full refund of the Fee if IT Talent has not started the provision of the Services yet. If part of the Services has been provided before the termination of the Terms, the Fee is partially refunded in proportion to the scope of the Services that has already been provided before the termination. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.11. If IT Talent terminates the Terms under para.2.5 of the Terms, IT Talent makes the full refund of the Fee if IT Talent has not started the provision of the Services yet. If part of the Services has been provided before the termination of the Terms, the Fee is partially refunded in proportion to the scope of the Services that has already been provided before the termination. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.12. If the Customer or a natural person for whom the Customer, being a legal entity, requests the provision of the Services violates these Terms which results in the termination of the Terms with such a Customer, IT Talent shall not make any refund of the Fee. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.13. If the Customer or a natural person for whom the Customer, being a legal entity, requests the provision of the Services is excluded from the provision of the Services under para.3.13 of the Terms, IT Talent shall not make any refund of the Fee. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.14. If IT Talent causes harm or damages to the Customer or to a natural person for whom the Customer, being a legal entity, requests the provision of the Services, and the Customer terminates the Terms under this ground or the natural person stops using the Services, IT Talent makes the full refund of the Fee. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.15. If the Customer or a natural person for whom the Customer, being a legal entity, requests the provision of the Services stops using the Services due to reasons not provided in para.5.14 of the Terms, IT Talent shall not make any refund of the Fee. The provisions of the Basics of IT Talent Study Organization do not apply to this paragraph of the Terms.

5.16. IT Talent does not bear any liability for not refunding the Fee if the refund of the Fee is impossible due to the financial restrictions imposed on the Customer, the Customer’s bank, or the jurisdiction in which the Customer has the bank account.

5.17. The Customer bears all the costs and bank commissions related to the refund of the Fee. IT Talent does not bear any liability if the sum of the refund received by the Customer is less than the sum of the paid Fee due to the deduction of the commissions by the bank of the Customer or the bank of IT Talent.

SECTION 6. SERVICE PROVIDERS, SUBSIDIARIES, AND THE SERVICES

6.1. IT Talent may engage Service Providers in the provision of the Services. In order to use some of the Services, the Customer may be obliged to agree with the Rules of Service Provider. IT Talent may refuse the provision of the Services if the Customer does not agree with the Rules of Service Provider.

6.2. If the activities of the Service Provider directly affect the program, the contents or materials, or the curriculum of the Courses, IT Talent bears the full responsibility before the Customers for the actions and omissions of such Service Provider.

6.3. If the activities of the Service Provider do not directly affect the Courses as defined in para.6.2 of the Terms, IT Talent does not bear any responsibility before the Customers for the actions and omissions of such Service Provider, unless applicable legislation prohibits the such restriction of IT Talent’s liability.

6.4. IT Talent does not enact or control the provisions of the Rules of Service Providers and does not bear any liability for the compliance of the Rules of Service Providers with the applicable laws and regulations. It is fully the Customer’s obligation to examine the Rules of Service Providers before agreeing with these Terms and starting the use of the Services. The provisions of this paragraph of the Terms do not apply if the applicable legislation prohibits the such restriction of IT Talent’s liability.

6.5. The Service Providers participating in the processing of the Customer’s personal data act as the processors of IT Talent in accordance with GDPR and the Privacy Policy of IT Talent.

6.6. IT Talent may engage Subsidiaries in the provision of the Services. The Subsidiaries of IT Talent may be incorporated either in the Republic of Estonia or in other countries or jurisdictions. IT Talent has the right to transfer the personal data of the Customer, Customer’s representatives (if the Customer is a legal entity), or natural persons for whom the Customer, being a legal entity, requests the provision of the Services to the Subsidiaries in accordance with the Privacy Policy of IT Talent.

6.7. The Subsidiaries participating in the provision of the Services act as the agents of IT Talent, and IT Talent acts as the principal of the Subsidiaries. All the actions of the Subsidiaries related to the provision of the Services under these Terms are performed on behalf of IT Talent. IT Talent bears full responsibility before the Customers for the actions or omissions of the Subsidiaries related to the provision of the Services unless the particular action or omission is outside the scope of IT Talent’s instructions provided to the respective Subsidiary.

6.8. IT Talent may instruct the respective Subsidiary to receive the Fee from the Customer for the provision of the Services.

SECTION 7. LICENSE TO USE THE MATERIALS OF THE COURSES & CONTENT OF THE CUSTOMERS

7.1. By accepting these Terms in accordance with para.1.1 of the Terms, the Customer is granted non-exclusive license to use all the materials of the Course for which the Customer registered in accordance with Section 5 of these Terms within the term established by the program or/and the curriculum of the Course. If the program or/and the curriculum of the Course does not establish the term of the license, the term of the license is the term of the copyright in the materials of the Course.

7.2. The license provided by para.7.1 of the Terms is considered granted to the Customer since the date on which the Customer pays the Fee established by the program of the Course unless otherwise explicitly provided by the program of the Course. The license is considered terminated on the date provided by the program or/and the curriculum of the Course or on the date when the term of the copyright in the materials of the Course expires.

7.3. The territory of the license provided by para.7.1 of the Terms is the territory of the whole world unless otherwise is explicitly provided by the program or/and the curriculum of the Course.

7.4. Under the license provided by para.7.1 of the Terms, the Customer has the right to use the materials of the Course only in the following ways:

7.4.1. To watch, read, and study otherwise the materials of the Course for the purpose of mastering the Course program.

7.4.2. To copy or record the materials of the Course for personal use, subject that IT Talent provides the technical possibility of copying or recording the materials of the Course or the Trainer of the Course provides the Customer with the prior written consent to copy or record the materials of the Course for personal use. The Trainer of the Course may provide such consent only if IT Talent grants the Trainer the explicit authorization to provide such consent to the Customers or to natural persons for whom the Customer, being a legal entity, requests the provision of the Services. The restriction of this paragraph of the Terms does not apply to written notes made by the Customer during the Course.

7.4.3. To quote the extracts of the Course’s materials in a written or oral form for scientific, polemic, critical, informational, or educational purposes.

7.5. The Customer shall not use the materials of the Course in any other ways not explicitly prescribed by para.7.4 of the Terms, including, but not limited to the following:

7.5.1. To copy or record the materials of the Course for non-personal use or for personal use if the conditions of para.7.4.2 of the Terms are not met.

7.5.2. To prepare derivative works based on the materials of the Course.

7.5.3. To sell or distribute otherwise copies or phonorecords of the materials of the Course.

7.5.4. To perform or display the materials of the Course publicly.

7.6. The Fee paid by the Customer includes royalty of IT Talent for granted license to use the materials of the Course.

7.7. If the Customer is a legal entity, the Customer itself remains the licensee for the purposes of para.7.1 of the Terms. The natural persons of such a Customer using the Services of IT Talent are sub-licensees of the Customer. The Customer shall ensure that the sub-licensees comply with the rules of the license provided by this Section of the Terms. The Customer bears the full responsibility before IT Talent for the actions and omissions of sub-licensees.

7.8. If the Customer violates the license terms provided by this Section of the Terms, IT Talent has the right to terminate the Terms with such a Customer and restrict access of such a Customer to the materials of the respective Course. The termination of the Terms automatically leads to the termination of the license granted in accordance with para.7.1 of the Terms. The restrictions of para.7.5 of the Terms shall survive the termination of the Terms and the license and shall remain in effect for an indefinite period of time.

7.9. If the Customer is a legal entity, and IT Talent terminates the license in accordance with para.7.8 of the Terms, all the natural persons for whom the Customer requests the provision of the Services automatically lose the rights of sub-licensees granted to such natural persons under para.7.7 of the Terms.

7.10. If the Customer is a legal entity requesting the provision of the Services for natural persons, and one or more natural persons of such a Customer violate the license terms provided by this Section of the Terms, IT Talent has the following alternative options:

7.10.1. IT Talent has the right to exclude such a natural person from the provision of the Services in accordance with para.3.13 of the Terms. In this case, the consequences established by para.7.11 of the Terms shall apply.

7.10.2. IT Talent has the right to terminate the license granted to the Customer in accordance with para.7.8 of the Terms.

7.11. If the Customer or the natural person for whom the Customer, being a legal entity, requests the provision of the Services is excluded from the provision of the Services under para.3.13 of the Terms, the license granted to such a Customer or the natural person in accordance with Section 7 of the Terms is automatically terminated.

7.12. The copyright in all the Customer’s Content belongs to the Customer. By accepting these Terms, the Customer grants IT Talent a non-exclusive royalty-free license to use Customer’s Content in accordance with the Terms. The term of such license is the term of the copyright in the respective Customer’s Content. The territory of the license is the territory of the whole world. Under the granted license, IT Talent has the right to use the Customer’s Content in the following ways:

7.12.1. To review, copy, and record the Customer’s Content for the purposes provided in the Terms and the Basics of IT Talent Study Organization and for the purposes of improving the Services and the Courses.

7.12.2. To amend the contents of the Customer’s Content for the purposes provided in the Terms and the Basics of IT Talent Study Organization.

7.12.3. To prepare derivative works based on the Customer’s Content for the purposes of improving the Services and the Courses.

7.12.4. To perform publicly, to display publicly, or to demonstrate publicly otherwise the Customer’s Content as an example of exemplary homework prepared within the Course. In doing so, IT Talent shall not disclose any personal data of the Customer that created the Customer’s Content.

7.12.5. To use the Customer’s Content in negotiations with the Trainers related to their qualifications and professional performance if the created Customer’s Content relates to the activities of the Trainers.

7.13. The provisions of para.7.12 of the Terms apply to the Customer’s Content created by natural persons for whom the Customer, being a legal entity, requests the provision of the Services.

SECTION 8. WARRANTIES AND RESTRICTION OF IT TALENT’S LIABILITY

8.1. The Services are provided on an “as is” basis. IT Talent does not bear any liability for the materials, contents, program, or curriculum of the Courses unless the actions or omissions of IT Talent violate educational, administrative, criminal, or other public laws of the Republic of Estonia.

8.2. IT Talent explicitly disclaims any warranties, including warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of a course of dealing or usage of trade.

8.3. IT Talent makes no warranty that the Services will meet the expectations or special requirements of the Customer or natural persons for whom the Customer, being a legal entity, requests the provision of the Services.

8.4. IT Talent makes no warranty that the Services will be available on an uninterrupted, secure, or error-free basis. IT Talent does not bear any liability for any technical difficulties not controlled or governed by IT Talent.

8.5. IT Talent makes no warranty regarding the quality of the Services or the Website.

8.6. No advice or information, whether oral or written, obtained by the Customer (or by a natural person using the Services under the request of the Customer) from IT Talent creates any warranty.

8.7. IT Talent is only liable for direct real damages caused to the Customer by IT Talent or the Trainer of IT Talent. IT Talent is not liable to the Customer or anyone else for any loss of use, data, goodwill, or profits whatsoever and for any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if IT Talent has been advised of the possibility of such loss or damages).

8.8. IT Talent does not bear any liability under these Terms before the natural persons for whom the Customer, being a legal entity, requests the provision of the Services.

8.9. The provisions of this Section of the Terms do not apply if the applicable legislation prohibits such restriction of IT Talent’s liability.

SECTION 9. CUSTOMER’S LIABILITY

9.1. The Customer shall pay the Fee in a due and timely manner as provided by the program or/and curriculum of the Course. If the Customer does not pay the Fee, IT Talent refuses the provision of the Services. If IT Talent provides the Customer with an instalment plan or credit line in accordance with para.5.4 of the Terms, and the Customer does not pay the respective part of the Fee, IT Talent has the right to terminate these Terms with the Customer and refuse provision of the Services without refund of the paid part of the Fee.

9.2. The Customer shall not share the materials of the Courses with any third parties, including other Customers of IT Talent unless otherwise explicitly provided by IT Talent in the program of the respective Course. If IT Talent finds out that the Customer shares the materials of the Course with any third party, IT Talent has the right to immediately terminate these Terms with the Customer without any prior notice to the Customer and block access to the materials of all Courses for an indefinite period of time. IT Talent also reserves the right to refer to the dispute resolution mechanisms provided in Section 12 of the Terms and collect damages from the Customer caused by the infringement of IT Talent’s copyright in the materials of the Courses.

9.3. The Customer shall not copy or record the materials of the Courses unless the conditions of para.7.4.2 of the Terms are met. If IT Talent finds out that the Customer copies or records the materials of the Courses in violation of para.7.4.2 of the Terms, the consequences established by para.9.2 of the Terms shall apply.

9.4. In any case the Customer shall not use the materials of the Courses for commercial or marketing purposes. If IT Talent finds out that the Customer uses the materials of the Courses for commercial or marketing purposes, the consequences established by para.9.2 of the Terms shall apply.

9.5. If the Customer did not register for any of the Courses in accordance with Section 5 of these Terms, but illegally used, copied, recorded, or distributed the materials of the Courses, IT Talent has the right to refer to the dispute resolution mechanisms provided in Section 12 of the Terms and collect damages from the Customer caused by the infringement of IT Talent’s copyright in the materials of the Courses.

9.6. If the actions of the Customer violate applicable administrative or criminal law, IT Talent is entitled to transfer the information about the illegal acts of the Customer to the governmental authorities of the Customer’s country of residence or domicile. IT Talent may also transfer such information to the governmental authorities of IT Talent’s country of incorporation or countries of incorporation of IT Talent’s Subsidiaries in case the illegal acts of the Customer results in the application of coercive or liability measures in respect of IT Talent or IT Talent’s Subsidiaries.

9.7. The Customer provides IT Talent with no warranties or guarantees.

9.8. The provisions of paras.9.2-9.6 of the Terms also apply to the Customer if the violation of the Terms provided by paras.9.2-9.6 of the Terms is committed by a natural person for whom the Customer, being a legal entity, requests the provision of the Services.

SECTION 10. INDEMNITIES OF THE CUSTOMER

10.1. By agreeing with these Terms, the Customer indemnifies IT Talent from any claims, lawsuits, litigation or arbitration proceedings, other proceedings at governmental authorities, or other dispute resolution proceedings started by a third party against IT Talent due to the defamatory, offensive, or illegal conduct of the Customer.

10.2. If a third party starts dispute resolution proceedings against IT Talent due to the defamatory, offensive, or illegal conduct of the Customer, IT Talent has the right to notify the Customer about such proceedings and request the Customer to enter the proceedings on the side of IT Talent within 10 (ten) days after the Customer receives the notice of IT Talent.

10.3. If a third party that started the proceedings against IT Talent due to the defamatory, offensive, or illegal conduct of the Customer is a governmental body that intends to bring IT Talent to administrative or criminal liability, IT Talent has the right to transfer to such governmental body the information about the illegal conduct of the Customer in accordance with para.9.6 of the Terms. If such governmental body brings IT Talent to administrative or criminal liability due to the illegal conduct of the Customer despite the information disclosed by IT Talent, IT Talent reserves the right to collect the full amount of damages from the Customer, including loss of profits.

10.4. IT Talent provides the Customer with no indemnities.

10.5. The provisions of paras.10.1-10.4 of the Terms also apply if a third party started dispute resolution proceedings against IT Talent due to the illegal actions of a natural person for whom the Customer, being a legal entity, requests the provision of the Services.

SECTION 11. LEGAL NOTICES AND OTHER COMMUNICATION

11.1. The Customer shall send any Legal Notices to IT Talent in English, in Russian, or in Estonian in electronic form at the email address of IT Talent provided in these Terms, unless otherwise is explicitly prescribed by the program or curriculum of the respective Course or by these Terms. IT Talent may disregard Legal Notices sent by the Customer through other means of communication not provided in these Terms.

11.2. IT Talent is deemed received the Legal Notice of the Customer on the next calendar day after the dispatch. IT Talent shall respond to the Legal Notice of the Customer within 20 (twenty) business days after the receipt of the Legal Notice of the Customer.

11.3. Each Legal Notice of the Customer shall include the following information:

11.3.1. Full first and last name of the Customer or full corporate name of the legal entity and full first and last name of the representative of the legal entity if the Customer is a legal entity.

11.3.2. The address of residence of the Customer or the address of incorporation of the legal entity if the Customer is a legal entity.

11.3.3. The email and the phone number of the Customer or the representative of the Customer if the Customer itself is a legal entity.

11.4. IT Talent has the right to send legal notices to the Customer at the email address provided by the Customer, at the mobile phone number provided by the Customer, or at the accounts of the Customer in messengers or social networks. The Customer is deemed received the Legal Notice of IT Talent on the day of the dispatch. The Customer shall respond to the Legal Notice of IT Talent within 10 (ten) business days after the receipt of the Legal Notice of IT Talent.

11.5. The feedback of the Customers on the Trainers of the Courses provided in accordance with para.4.3 of the Terms is not a Legal Notice for the purposes of these Terms.

11.6. The communications of the Customers with each other or/and with the Trainers within the chat prescribed by para.3.14 of the Terms shall not be considered as Legal Notices for the purposes of these Terms.

SECTION 12. APPLICABLE LAW AND DISPUTE RESOLUTION

12.1. These Terms, as well as their validity, interpretation, modification, and performance are governed by the law of the Republic of Estonia and the laws and regulations of the European Union.

12.2. If laws and legal acts of other countries or supranational and international organizations besides the European Union, including, but not limited to, Digital Millennium Copyright Act (DMCA), California Consumer Privacy Act (CCPA), and the UK Data Protection Act provide that the business activity of IT Talent related to the provision of the Services shall be governed by such laws and legal acts, and application of such laws and legal acts cannot be avoided by IT Talent, such laws and legal acts shall apply.

12.3. If the Services are offered through a Subsidiary registered outside the Republic of Estonia, the relations between the Customer and such a Subsidiary shall be governed by the laws provided in para.12.1 of these Terms unless the conditions of para.12.2 of the Terms are met.

12.4. If the Customer has any claim or complaint regarding the performance of the Terms and/or provision of the Services or regarding validity, interpretation, or modification of the Terms, the Customer shall send such a claim or a complaint to IT Talent in accordance with para.11.1 of the Terms at the email address or at the business address of IT Talent provided in the Terms. The claim or complaint is a Legal Notice for the purposes of these Terms. If the claim or the complaint is sent to the email address of IT Talent, IT Talent is deemed received the claim or the complaint in accordance with para.11.2 of the Terms. If the claim or the complaint is sent to the business address of IT Talent, IT Talent is deemed received the claim or the complaint on the 10th (tenth) business day after the dispatch. IT Talent shall respond to the Customer’s claim or complaint within the term established in para.11.2 of the Terms. IT Talent may use any form of response to the claim or the complaint of the Customer, including messaging via messengers or social networks.

12.5. If IT Talent does not respond to the claim or the complaint of the Customer within the term prescribed in para.12.4 of the Terms, or the Customer is not satisfied with the answer, the provisions of paras.12.6-12.8 of the Terms shall apply.

12.6. If the Customer is a resident or citizen of the Republic of Estonia, any dispute, controversy, or claim arising out of or in connection with these Terms shall be finally settled by the Harju County Court (Tallinn courthouse), the Republic of Estonia.

12.7. If the Customer is not a resident or citizen of the Republic of Estonia, any dispute, controversy, or claim arising out of or in connection with these Terms shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its Rules of Arbitration Court. The arbitral tribunal shall be composed of a sole arbitrator designated by the Arbitration Court of the Estonia Chamber of Commerce and Industry. The seat of arbitration and the place of hearings shall be Tallinn, the Republic of Estonia. The language of the arbitral proceedings shall be English. The award of the arbitral tribunal shall be final and binding for both parties to the arbitration proceedings and shall not be challenged in a state court of the Republic of Estonia or any other jurisdiction. The party to the arbitration proceedings against which the award is made shall pay all the arbitration and other procedural costs (including attorney fees) of the winning party.

12.8. The arbitral agreement provided for in para.12.7 of the Terms shall be governed by the law of the Republic of Estonia, including the Code of Civil Procedure of the Republic of Estonia.

12.9. If the Customer breaches the Terms in any way or violates the copyright of IT Talent in the materials of the Courses, IT Talent has the right to start litigation or arbitration proceedings against the Customer in accordance with paras.12.6-12.8 of the Terms without referring to pre-trial proceedings established by paras.12.4-12.5 of the Terms.

12.10. The provisions of paras.12.6-12.8 of the Terms do not prevent the Customer from using other legal mechanisms of protecting Customer’s rights and interests established by public law of the Republic of Estonia or by the law of the European Union, subject that the use of such legal mechanisms does not contradict the rules of paras.12.6-12.8 of the Terms.

12.11. If the Customer is a legal entity, the Customer itself shall refer to the provisions of paras.12.4-12.8 of the Terms. The natural persons for whom such a Customer requests the provision of the Services do not have the right to use legal mechanisms provided by paras.12.4-12.8 of the Terms. However, such natural persons have the right to use any other legal mechanisms of protecting their rights and interests prescribed by the educational or administrative law of the Republic of Estonia or by the law of the European Union.

SECTION 13. CHANGES TO THE TERMS OF USE

13.1. IT Talent has the right at any point of time to provide these Terms with any changes or amendments that IT Talent deems fit, subject that such changes or amendments do not contradict applicable law of the Republic of Estonia or the European Union. The changes and amendments will be posted on the Website in the form of the updated version of the Terms.

13.2. The publication of the updated version of the Terms amounts to notification of the Customers about the changes. The Customers shall periodically review the Website for the amendments in the Terms. IT Talent will also take reasonable measures to notify the current Customers about the changes in the Terms. In doing so, IT Talent may send emails or SMS to the Customers using the Services or to natural persons for whom the Customer, being a legal entity, requests provision of the Services.

SECTION 14. CONTACTING IT TALENT

IT Talent OÜ

A legal entity incorporated under the laws of the Republic of Estonia

Registry code: 12735787

Address: Harju maakond, Tallinn, Kesklinna linnaosa, Veerenni tn 36a/2-4, 10138 Estonia

Email: [email protected]