Date of Last Revision: Nov 2, 2023

ARBITRATION NOTICE/CLASS ACTION WAIVER: PLEASE REVIEW THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. YOU AGREE THAT DISPUTES BETWEEN YOU AND DALITE RESEARCH & HEALTH SERVICES LTD WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION (INCLUDING CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS), AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A TRIAL BY JURY. THESE TERMS EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

These Terms constitute a legally binding agreement between you and Dalite Research & Health Services LTD and its subsidiaries, representatives, affiliates, officers, and directors (collectively, “Dalite Research & Health Services LTD,” “we,” “us,” or “our”) governing your use of Dalite Research & Health Services LTD’s website and service, or services directly related to Dalite Research & Health Services LTD’s website and service, including (without limitation) all websites, mobile applications, and other interactive properties through which such services are delivered, or live events (as defined in other sections below), sponsored or facilitated by Dalite Research & Health Services LTD (collectively, the “Service” or “Services”).

By accessing and/or using our Services, whether or not you register for a membership, you are agreeing to the Terms, the terms and conditions of our Privacy Policy, and any other legal notices or other rules, policies, and procedures relating to the Services that we may publish from time to time (collectively, the “Governing Documents”). Therefore, please carefully review these documents. If you do not agree, do not access and/or use the Services. If there is a conflict between these Terms and any other terms and conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.

You can use these Services, at different times, as either a Student or a Tutor or both. When these Terms refer to “Tutors,” they specifically refer to those who use the Service to teach, advise, and/or mentor; upload classes or similar content; or provide other similar services; and who have the opportunity to earn payments from Dalite Research & Health Services LTD or a Dalite Research & Health Services LTD partner for such activity. When these Terms refer to “Students “they refer to those who use the Service for any other purpose, including when you browse the Service or watch classes posted by Tutors. Unless otherwise specified, the use of “you” (or similar words like “your”) and “user” or “users” refers to both Students and Tutors, as applicable.

If you are a Tutor, your access to and use of the Service are additionally subject to the Tutor Rules and Requirements.

In these Terms, the words “including” and “include” mean “including, but not limited to.”

We may, at our sole discretion, modify these Terms at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Table of Contents

I.               Account Terms

Students and Tutors must be at least 18 years of age to create an account on Dalite Research & Health Services LTD and use the Services. If you are younger than 18 but above the required age for consent to use online services where you live (for example, 13 in the U.S), you may not set up an account, but we encourage you to invite a parent or guardian to open an account and help you watch or participate in classes or other content that is appropriate for you.

Additionally, the following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

1. • You must provide us with the following information in order to create a Dalite Research & Health Services LTD account: an email address you control.
   • You must keep all of your information up to date.
   • You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.
   • Your account must be used by you alone. You may not share your account, your login information, access to your Dalite Research & Health Services LTD membership, or any content contained on the Service with anyone else and you may not create an email alias for purposes of sharing your Dalite Research & Health Services LTD membership with other individuals or groups. This rule does not apply solely where an organization has created a single account for the limited purpose of publishing class material on behalf of multiple Tutors, with the permission of each of those Tutors.
   • You are responsible for maintaining the security of your account and password. We view any actions taken by your account as taken by you. Dalite Research & Health Services LTD will not be liable for any loss or damage from your failure to comply with this security obligation.
   • Your use of the Service is subject to all applicable laws and regulations. You will use the Service only for lawful purposes.
   • Our Service may integrate with third-party tools to provide certain features or functionality. By using our Service, you agree to be bound by the terms of service and privacy policies of these third-parties.
   • You will comply with our Community Guidelines whenever you use the Service, including during your participation in any Event (as defined below).
   • You will use any data associated with the Service in accordance with our Privacy Policy.
   • By enrolling in a class, other content on Dalite Research & Health Services LTD, or an Event, you grant us permission to share your information, including personal data (as further specified in our Privacy Policy), with the Tutor offering the content or Event.
   • You acknowledge that we may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on our servers on your behalf.
   • You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service.
   • You can terminate your account at any time by following the necessary steps. Review our Privacy Policy to see what happens when you terminate your account.
   • We may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email, using the email address we have for you on file, before terminating your account, in an effort to provide you with an opportunity to log in to your account so that it remains active.

If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that deceased user will be closed.

We reserve the right to, at any time, without notice, modify, suspend, or terminate operation of or access to the Service, or any portion of the Service, for any reason. We further reserve the right to delete or suspend your account: (1) if you violate our Terms, Tutor Rules and Regulations, or our Community Guidelines; or (2) if you are inactive for an extended period of time.

We may use the email address you provide us when you create a Dalite Research & Health Services LTD account to share with you marketing or other promotional communications. By creating an account and providing us an email address, you agree to the use of your email address for these purposes. You may opt out of future marketing or promotional communications at any time by going to your Account Settings. From there, you can choose the subjects on which you wish to receive marketing communications, or select “Don’t Send Me Any Email” to unsubscribe from all marketing and promotional communications.

2. Subscriptions, Payments, and Cancellation

Subscriptions and Payments

             §   Unless you enrolled via a gift card or scholarship, for services that require payments, you are required to make the transaction, and services will be availed to you upon successful payment confirmation, or your account is otherwise suspended or terminated pursuant to these Terms.

             §   You agree to provide updated payment information upon request and any time the information you previously provided is no longer valid. We reserve the right to change the timing of our billing, including if your payment method has not successfully settled.

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

             §   Dalite Research & Health Services LTD collects all fees through secure third-party payment processors. Our third-party payment processors accept payments through methods detailed on the applicable payment screen, which may include various mobile payments, and credit cards. Such payment methods are subject to change. Information that you supply to our payment processors is not stored by us or within our control, and is subject to each of our third-party payment processors’ own privacy policies and terms and conditions. Third-party payment processors may charge a fee to process payments and Dalite Research & Health Services LTD is not responsible for any fees charged by them. Dalite Research & Health Services LTD disclaims all liability with regard to any fees or problems you have with third-party payment processors.

             §   If you enroll in a Dalite Research & Health Services LTD subscription via a gift card or scholarship, you will not be required to provide a payment method at the time of enrollment and your subscription will end automatically at the conclusion of the subscription period or service provided by your gift card or scholarship. If you wish to continue your subscription beyond that period, you will need to enroll in an automatically renewing subscription and provide a method of payment.

             §   Dalite Research & Health Services LTD reserves the right to develop and launch new products or services or make changes to any products or services offered through the Service. If you choose to purchase any additional products or services offered by Dalite Research & Health Services LTD or Tutors, you may be charged additional amounts for such products or services.

             §   Dalite Research & Health Services LTD also reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes. If you do not wish to accept the price change or change to your subscription plan, you can cancel your subscription before the change takes effect.

             §   Price changes, whether pertaining to subscriptions or other products, may be the result of many factors, including changes in costs related to procuring content or providing the Services, changes to market conditions or the consumer price index, or changes to applicable tax rates. Should these costs go up, we may increase our prices accordingly. Should these costs go down, we may decrease our prices accordingly.

             §   You may be offered the opportunity to participate in additional programs, such as a student referral program. If you choose to participate in any such program, you will be subject to the terms of those programs, if any.

A.    Free Trials and Other Promotions or Sales

From time to time, we or others on our behalf may offer trials for some services for a specified period without payment or at a reduced rate (a “Trial”). Dalite Research & Health Services LTD reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

For some Trials, we will require you to provide a payment method to start the Trial. At the end of such Trials, we will automatically charge you via that payment method for the applicable paid subscription on the first day following the end of the Trial and on a recurring monthly or annual basis, unless you cancel prior to the end of the free Trial, or before the renewal date, as applicable. By providing your payment details in conjunction with the Trial, you agree to this charge using such payment method. If you do not want this initial charge, or the renewal charge, you must cancel the applicable paid subscription prior to the charge through your payment settings within your Dalite Research & Health Services LTD account profile.

We also occasionally run time-limited promotions and sales, during which time the cost of subscription may be lower. The subscription price we offer may be different when you are logged into your account compared to the price available to users who aren’t registered or logged in, for example because some of our promotions are available only to new users. Promotional or sale prices will typically be limited to a specified period of time (for example, one year for discounts on annual subscriptions). At the end of that period of time, your subscription will automatically renew at the then-applicable full price, unless you cancel prior to renewal by changing your settings on your account profile.

B.    Refunds

Please consult our Refund Policy to learn more about whether you might be entitled to a refund for your purchase.

Dalite Research & Health Services LTD has no obligation to consider or grant refund requests, including (i) for subscription plans purchased with a 7-day or longer free trial; or (ii) that otherwise do not follow our Refund Policy. To the extent permissible under applicable law, you are entitled to one refund only. Once a refund for a subscription is confirmed, you will lose all access to your Dalite Research & Health Services LTD membership.

We will not provide refunds to users who have acted in a fraudulent manner or in a way that violates or would violate these Terms or our Community Guidelines (as determined in our sole discretion), including users who have been deactivated for the same.

If you made payments through subscription based systems like through the Apple iTunes Store, our iPhone application, the Google Play Store, or our Android application, please consult the refund policy associated with the service by which you subscribed.

C.    Cancellations

You may cancel your Dalite Research & Health Services LTD membership at any time for any or no reason, but if you cancel your membership before the end of the current subscription period, we will not refund any subscription fees or any fees already paid to us or charged to your payment method except in the limited circumstances set forth in Section II.C above. To cancel your recurring subscription, please visit your payment settings within your Dalite Research & Health Services LTD account profile. If you cancel your Dalite Research & Health Services LTD membership, you will lose access to all classes you enrolled in during your Dalite Research & Health Services LTD membership at the end of your billing period.

Prohibited Uses

To use the Service, you must agree to comply with the following:

·       You will not upload, share, post, transmit, distribute, or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships or that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any party.

·       You will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

·       You will not upload, share, post, transmit, distribute, or otherwise make available or partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates applicable law or our rules or policies.

·       You will not partake in any behavior nor upload, share, post, transmit, distribute, or otherwise make available any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals, including on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.

·       You will not impersonate any person or entity, including any of our employees or representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity.

·       You will not stalk, harass, or harm another person via use of the Services, including Dalite Research & Health Services LTD personnel.

·       You will not harvest or otherwise collect information about other users of the Services, including email addresses, without their express written consent.

·       You will not interfere with any Dalite Research & Health Services LTD content or User Content (as defined below).

·       You will not remove any copyright, trademark, or other proprietary rights notices contained in or on the Services, Dalite Research & Health Services LTD content, or any works other than your own.

·       You will not use any robots, spiders, or similar data mining, data gathering, extraction tools, or manual processes to collect, gather, or copy any content or data on or related to the Service in a manner not authorized by Dalite Research & Health Services LTD in writing.

·       You will not distribute viruses or any other technologies that may harm us or the interests or property of our users, or upload, post, email, transmit, or otherwise make available through the Services any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

·       You will not engage in practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Dalite Research & Health Services LTD in writing.

·       You will not interfere or attempt to interfere with the proper working of the Services or any activities conducted through them, including by bypassing any measures we may use to prevent or restrict access to the Services, or by circumventing or manipulating our payment process.

·       You may not frame, mirror, or otherwise simulate the appearance or function of the Services, Dalite Research & Health Services LTD content, or any user’s works, or forge headers, icons, or otherwise manipulate identifiers in order to disguise the origin of any Dalite Research & Health Services LTD content transmitted through the Services.

·       You may not decompile, disassemble, or otherwise reverse engineer the Services, Dalite Research & Health Services LTD content, or any portion thereof, or otherwise attempt to derive the source code or other trade secrets embodied in the Services.

Our Materials and License to You

All right, title, and interest in and to the Dalite Research & Health Services LTD Services, including our websites, our existing or future applications, our APIs, databases, and the content our employees or partners submit or provide through our Service (but excluding content provided by Tutors and Students) are and will remain the exclusive property of Dalite Research & Health Services LTD and its licensors. Our Services are protected by copyright, trademark, and other laws of both the Uganda and other international laws. Nothing gives you a right to use the Dalite Research & Health Services LTD name or any of the Dalite Research & Health Services LTD trademarks, logos, domain names, and other distinctive brand features.

Subject to your compliance with these Terms we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for your personal, noncommercial, and educational use, solely as expressly permitted by these Terms and subject to all the terms and conditions of these Terms and other Governing Documents, all applicable laws, and any additional terms contained on the Service. Any other use of the Services is strictly prohibited. Nothing contained on the Services should be interpreted as granting to you any license or right to use any of the Services, User Content (as defined below), and/or any third-party proprietary content on the Services without the express written permission of Dalite Research & Health Services LTD or the relevant third-party owner, as applicable. Any rights not expressly granted herein are reserved by Dalite Research & Health Services LTD.

User Content

These Terms define “User Content” as any design, text, graphic, image, video, logo, button icon, software, audio file, computer code, digital goods, or other content that a user (including both Students and Tutors) posts, submits, transmits, uploads, or otherwise includes or makes available on and/or via the Service. You represent and warrant that you own all intellectual property rights in the User Content and/or have obtained all authorizations and rights, including permission from any copyright or trademark owner or releases from any models or other individuals appearing in any User Content, necessary for you to display, promote, and otherwise exploit the User Content through the Services, and to convey all rights granted under these Terms.

Except as specified otherwise herein and in the Tutor Rules and Requirements, no User Content or other material made available on or through the Service may be copied, modified, reproduced, duplicated, republished, uploaded, posted, transmitted, sold, transferred, publicly displayed, distributed, or used by other users to create derivative works, in any way, without written permission of the applicable rights holder unless such User Content is specifically made available for and authorized to be downloaded from the Service, in which case you are authorized to download a single copy of such content for your own personal, noncommercial, and educational use. For example, certain class materials may be made available as unprotected PDF files that can be downloaded by Students and/or other users of the Service. User Content not made available for download may not be downloaded or copied without prior written permission. Modification of User Content obtained from the Service, for any other purpose, including any commercial purpose, is a violation of the rights of Dalite Research & Health Services LTD or its users or licensors, unless you have obtained express written authorization to the contrary.

We neither endorse nor assume any liability for any User Content posted to the Service. We do not guarantee in any manner the reliability, validity, accuracy, or truthfulness of the User Content. If you access User Content, you rely on any information provided in that User Content at your own risk.

However, we and our agents have the right, at our sole discretion, to remove any User Content that, in our judgment, does not comply with the Governing Documents, applicable law, and/or any other rules of user conduct for the Service, or that is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any User Content from the Service. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Content, whether it is your own or another user’s. If you believe that User Content on the Dalite Research & Health Services LTD platform violates a patent, trademark, trade secret, right of publicity, or other right of any party, you can contact Dalite Research & Health Services LTD at info@daliteresearch.com. See Section VII below for a description of the procedures to be followed in the event that any party believes that User Content infringes on their copyright or the copyright of a party they are authorized to act on behalf of.

Any feedback, comments, or suggestions you may provide regarding Dalite Research & Health Services LTD or the Service is entirely voluntary and you authorize Dalite Research & Health Services LTD to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit, without any obligation to you. You agree that you shall have no recourse against Dalite Research & Health Services LTD for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Dalite Research & Health Services LTD.

For specific information on copyright and other intellectual property policies related to Tutors and class content, please see our Tutor Rules and Requirements.

For Students Only:

User Content submitted by Students for inclusion on the Service (including any information submitted on message boards, forums, or other public areas of the Service) is referred to in these Terms as “Student Content.” All Student Content is subject to these Terms. Dalite Research & Health Services LTD does not guarantee any confidentiality with respect to Student Content, regardless of whether or not it is published. You are solely responsible for your own Student Content and the consequences of posting or publishing it.

Students outside of the Uganda: By submitting or posting Student Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Student Content (including your name and image) in any form, medium, or technology, including all media or distribution methods, now known or later developed for any lawful purpose. This includes making your Student Content available to other companies, organizations, or individuals who partner with Dalite Research & Health Services LTD for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Student Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Student Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

Students in the Uganda: By submitting or posting Student Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Student Content (including your name and image) on the Service or a platform owned, managed, and/or hosted by a third party with whom Dalite Research & Health Services LTD has entered into a written agreement to host, display, and publicly perform content. This includes making your Student Content available to other companies, organizations, or individuals who partner with Dalite Research & Health Services LTD for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Student Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Student Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

Live Events

Dalite Research & Health Services LTD or a Tutor may inform you of and/or host a live event (“Event”) from time to time, for which you may be given or may be able to purchase tickets (each, a “Ticket”). The contract for the purchase or provision of a Ticket to an Event is formed when Dalite Research & Health Services LTD, or a third-party partner acting on Dalite Research & Health Services LTD’s behalf, sends you a confirmation email stating that you have been given a ticket.

You authorize us to charge your payment method for such a transaction, where applicable. By submitting an offer to purchase and providing us, or a third-party partner acting on our behalf, with your payment method at checkout, you authorize Dalite Research & Health Services LTD (acting by its payment processor) to charge that payment method to take payment for your order. We are not responsible for any losses you may suffer if the payment method you use to pay for a Ticket does not have sufficient funds to cover all costs of that order.

Events may take place in different countries, and Tickets will be sold in Uganda Shillings (Ugx). You shall be responsible for any additional charges to which you may be subject by your credit or debit card provider or bank, or any currency exchange rate fluctuations and Dalite Research & Health Services LTD does not accept liability for these.

Dalite Research & Health Services LTD is not obliged to offer refunds for Tickets purchased for a specific date, should you change your mind about your purchase or fail to attend the Event. Should an Event be canceled, you will be entitled to a full refund of the price paid for any Tickets you purchased for that Event.

A Ticket is a personal revocable license which may be withdrawn, and admission refused, at any time, subject to these Terms and any terms related to the Event or on the Ticket itself. Before you purchase a Ticket, Dalite Research & Health Services LTD or the hosting Tutor will generally inform you of any restrictions which apply to entry. Dalite Research & Health Services LTD will not be responsible for the consequences of any failure by you to abide by such information provided pre-purchase. Ticket holders may also be ejected from an Event at any time if Dalite Research & Health Services LTD employees or an event organizer or those working on their behalf determines that the Ticket holder is acting in contravention of the law, is a safety or security risk, may affect the enjoyment of others at the Event, or may cause damage, nuisance, or injury.

Arbitration Agreement

Please read this section carefully. It affects your legal rights, including your right to file or participate in a lawsuit in court.

(1) Informal Dispute Resolution Procedure. If a Dispute (as that term is defined below) arises between you and Dalite Research & Health Services LTD, Dalite Research & Health Services LTD is committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to the following email address: info@daliteresearch.com. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with Dalite Research & Health Services LTD. If the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and Dalite Research & Health Services LTD agree to the further Dispute resolution provisions below.

This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. Failure to engage in this process could result in the award of fees against you in arbitration. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

For sake of clarification only, the informal dispute resolution negotiation shall be individualized such that a separate negotiation must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal dispute resolution negotiation, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference.

(2) Mutual Arbitration Agreement. If the informal dispute resolution procedure in Subpart (1) does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided for herein) subject to the terms set forth below and mean Arbitration  and Conciliation Act of 2006 rules. If you are initiating arbitration, a copy of the demand shall also be emailed to info@daliteresearch.com. If you are a Dalite Research & Health Services LTD account holder, any demand initiating arbitration, whether filed by you or Dalite Research & Health Services LTD, must include the email address you used to create an account with Dalite Research & Health Services LTD.

Except as set forth below, you and Dalite Research & Health Services LTD agree that by using the Services in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Dalite Research & Health Services LTD and/or its parent, subsidiaries, affiliates, and each of their respective current or former members, officers, directors, and employees (all such individuals and entities collectively referred to herein as the “Dalite Research & Health Services LTD Entities”) arising out of or relating to the Services or these Terms–including but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or the timing of any administrative or arbitrator fees–(each a “Dispute”) will be resolved exclusively by final and binding arbitration in accordance with this Sectio.3 (the “Arbitration Agreement”).

This Arbitration Agreement applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.

This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the  Arbitration Act

The parties understand that an arbitrator and not a judge or jury will decide the Dispute, and that rights to discovery and appeals may be limited in arbitration. The parties further understand that the costs of arbitration could exceed the costs of litigation in some instances.

You hereby acknowledge and agree that by agreeing to these Terms and Arbitration Agreement, you and Dalite Research & Health Services LTD are each waiving the right to a trial by a jury to the maximum extent permitted by law.

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

(3) Class Arbitration and Collective Relief Waiver. You and Dalite Research & Health Services LTD acknowledge and agree that, to the maximum extent allowed by law, except as set out otherwise in Subpart (6) below, any arbitration shall be conducted in an individual capacity only and not as a class or collective arbitration and the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve an individual party’s claim; notwithstanding this acknowledgement and agreement, you agree that any arbitration involving you may proceed on a consolidated basis, but it may do so if and only if Dalite Research & Health Services LTD provides its consent to consolidate in writing.

With the exception of this  and Subpart (5) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of  Arbitration  then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, this Subpart (3) or Subpart (6) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Dalite Research & Health Services LTD shall be entitled to arbitrate their dispute.

(4) Arbitration Rules. The arbitration will be administered by Section 19 of Arbitration and Conciliation Act 2006 and conducted before a sole arbitrator in accordance with the rules thereunder .

(5) Arbitration Location and Procedure. For Ugandan residents, the arbitration shall be held in accordance with Section 20 of the Arbitration and Conciliation Act 2006 (ii) at another location you and we agree upon. For non-Ugandan residents, the arbitration shall be held in Kampala City, Uganda (unless otherwise agreed by the parties).

The arbitrator shall apply Ugandan laws, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the Arbitration and Conciliation Act 2006 Section. 19  for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

·       (a) Arbitration Demand Must Contain Sufficient Notice. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement subject to Section. 23 of the Arbitration and Conciliation Act 2006 . The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper , including for any claim filed on behalf of a claimant who is not a party to this Arbitration Agreement or to these Terms.

·       (b) Dispositive Motions. Subject to the applicable Arbitration rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

·       (c) Confidentiality Subject to Section. 60 of the Arbitration and Conciliation Act 2006  Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Dalite Research & Health Services LTD (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

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(6) Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of these Terms and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Services. The arbitrator will render an award within the time frame specified under Section.31 of the Arbitration and ConciliationAct2006. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief applicable under  substantive law governing the claims in the arbitration.

(7) Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Dalite Research & Health Services LTD will pay any filing and hearing fees in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon

Class Action Waiver

You may only resolve your dispute with Dalite Research & Health Services LTD on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated, or representative action. , class actions, class arbitrations, collective actions, private attorney general actions, and consolidation with other arbitrations  Unless otherwise are not allowed.

Disclaimer of Warranties

The Service and all materials included therein (whether housed on the Service alone or also on a third-party platform) are provided on an “as is” and “as available” basis without warranty of any kind, either express or implied, including the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, we make no warranty that (a) the Service and materials will meet your requirements, (b) the Service and materials will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the Service or materials will be effective, accurate, or reliable, or (d) the quality of any class or Event that you attend via the Service, or any other products, services, or information purchased or obtained by you from the Service, from us or our affiliates, will meet your expectations or be free from mistakes, errors, or defects.

The use of the Service or the downloading or other acquisition of any materials through the Service is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage or loss of data that results from such activities.

In the event that any content available on the Service is also available through any third-party platform, or if Dalite Research & Health Services LTD provides links from the Service to any third-party platform or permits any third-party to link from its platform to the Service, you understand and agree that Dalite Research & Health Services LTD makes no warranty of any kind, express or implied, and accepts no responsibility for any content or practices of such third parties or their platforms. Such platforms are not under the control of Dalite Research & Health Services LTD, and Dalite Research & Health Services LTD provides and/or permits these links only as a convenience to you.

Dalite Research & Health Services LTD-affiliated content available through the Service or a third-party platform or presented at any class or Event represents the opinions and judgments of an information provider, user, Student, Tutor, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone, including any Tutor(s), other than an authorized Dalite Research & Health Services LTD spokesperson speaking in his/her official capacity.

Dalite Research & Health Services LTD does not (i) directly or indirectly practice medicine, law, or financial planning, (ii) dispense medical, legal, or financial services, (iii) provide medical, legal, or financial advice, or (iv) otherwise convey medical, legal, or financial opinions. You agree and understand that Dalite Research & Health Services LTD assumes no liability for the accuracy or completeness of any content offered on the Service.

To the extent Dalite Research & Health Services LTD provides any information regarding health, wellness, or physical exercise through the Service, we do so only in a general way. You acknowledge and agree that the Service is not intended to be, and will not be used as, a substitute for medical treatment by a healthcare professional. You agree to consult your healthcare provider before initiating any physical exercises or wellness practices, and follow your provider’s advice accordingly. You also acknowledge and agree to accept the inherent risks and dangers in participating in new or strenuous health, wellness, and physical exercises. You agree that Dalite Research & Health Services LTD will not be liable for any injury, loss, or damages arising from your access or practice of the Service’s health, wellness, and/or physical exercise content.

Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.

Limitation of Liability

In no event shall Dalite Research & Health Services LTD or its officers, directors, employees, agents, affiliates, and their respective successors and assigns (collectively, the “Dalite Research & Health Services LTD Parties”) be liable to you or any third-party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including those resulting from loss of use, data, or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the Service, any Event, or any web site or third-party platform referenced or linked to from the Service or that otherwise displays Dalite Research & Health Services LTD-affiliated content.

Further, neither we, nor any other Dalite Research & Health Services LTD party, shall be liable in any way for any class, Event, or other third-party goods and services offered through the Service or through a third-party platform. You agree that Dalite Research & Health Services LTD is not party to any transaction between any Student and/or Tutor and cannot be held responsible for any issues arising from any such transaction. We have no control over and do not guarantee the accuracy or validity of any statement, claim, or offering made by a Tutor, nor do we guarantee the performance or conduct of any Tutor, Student, or third party.

We are also not liable for the acts or omissions of any third parties, including third parties you might interact with during a class or Event. Dalite Research & Health Services LTD generally does not supervise classes or Events and is not involved in any way with the actions of any individuals (whether Students or Tutors) at any class or Event. We generally do not have control over the identity or actions of the individuals who are present at these classes or Events, and we require that our users exercise caution and good judgment when participating in classes or Events. Some classes or Events may carry inherent risk and by participating in those classes or Events, you choose to assume those risks voluntarily. You acknowledge and agree that by participating in any class or Event (whether as a Student or Tutor) you may be exposed to a variety of risks and hazards, which may or may not be foreseen, including (without limitation) personal injury, property damage, and death. You are solely responsible for all costs and/or risks associated with your participation in any class or Event.

To the fullest extent permitted by law, you hereby release and hold harmless Dalite Research & Health Services LTD and each of the other Dalite Research & Health Services LTD Parties from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to your use of the Service or participation in any class or Event, whether as a Student or Tutor, including as it relates to the acts or omissions of any third party used by Dalite Research & Health Services LTD to facilitate the Service or any payments related thereto. You agree and understand and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns.

Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you to the extent such jurisdictional restrictions are applicable.

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and the other Dalite Research & Health Services LTD Parties harmless from all liabilities, claims, and expenses, including legal  fees, that arise from your violation of these Terms or any of the other Governing Documents, or negligent or wrongful conduct, including with respect to any User Content you upload or place onto the Dalite Research & Health Services LTD Platform. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Sanctions and Export Laws

You acknowledge that the Services and the items made available through the Services, are subject to Uganda export control and sanctions laws and regulations, including the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the Ugandan Laws. You represent and warrant that you (as an individual or as a representative of any entity on whose behalf you use the Services) are not located in, or a resident of, any country that is subject to applicable Uganda trade sanctions or embargoes. You represent and warrant that you are not a person or entity who is named on any Uganda government list of restricted parties that would require a license to use the Service. You also represent and warrant that you are not owned 50% or more by such a restricted party, if such ownership would cause you to become subject to similar restrictions.

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

You may not access, use, export, re-export, divert, transfer in-country, or disclose any portion of the Services or any related software, technical information, or materials, directly or indirectly, in violation of any United States and other applicable country Export Controls and Sanctions Laws, rules, and regulations and requirements. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled by such laws.

How To Contact Us

The best way to get in touch with us is to contact our Support Team. We’d love to hear your questions, concerns, and feedback about our Services.

Miscellaneous

You agree that the Service shall be deemed a passive interactive service based solely in Uganda and shall not give rise to personal jurisdiction over Dalite Research & Health Services LTD, either specific or general, in jurisdictions other than Uganda. These Terms, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the State of Uganda, without regard to conflicts of law principles. You agree that any legal action or proceeding between Dalite Research & Health Services LTD and you for any purpose concerning these Terms, the Privacy Policy, the other Governing Documents, or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Uganda, and you submit to personal jurisdiction therein and agree to waive any objection that such courts are an inconvenient forum for the resolution of such action.

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

These Terms, together with the Tutor Rules and Requirements, the Privacy Policy, and any other Governing Documents published from time to time, constitute the entire agreement between you and Dalite Research & Health Services LTD concerning the Service and the services provided by Dalite Research & Health Services LTD. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Dalite Research & Health Services LTD’s failure to insist upon or enforce strict performance of any provision of these Terms or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms.

Dalite Research & Health Services LTD may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Service to any affiliate or partner of Dalite Research & Health Services LTD or to another third party in the event that some or all of the business of Dalite Research & Health Services LTD is transferred to such other third party by way of merger, sale of its assets, or otherwise.

Most communication between Dalite Research & Health Services LTD and you will be sent and received electronically. You agree that all electronic communication between Dalite Research & Health Services LTD and you shall satisfy any legal requirements that such communications be in writing.

Any rights of Dalite Research & Health Services LTD not expressly granted herein are reserved.