TERMS AND CONDITIONS

TacitKey Pte Ltd. is a private limited company having its registered office at 89 Short Street, Golden Wall Center #09-08A, Singapore - 188216 and offers both mobile and web-based platform that empowers You to publish, inspire, and earn based on your tacit knowledge. TacitKey’s features and services enable you to showcase your expertise, validate your skill sets, access multiple earning opportunities, become a thought leader, and establish your knowledge legacy by publishing, reviewing or learning, hosting or participating in Events, creating or participating in Courses, connecting with or exchanging ideas through Communities, and increasing your earnings through economic opportunities based on your tacit knowledge that You have showcased on the platform,

The terms, "TacitKey" "We", "Us", or "Our" refers to TacitKey Pte. Ltd and the terms “You” and “Your” refers to registered users of TacitKey.

SCOPE

This General Terms & Conditions (hereinafter “Terms”), forms a binding and legal agreement between You & TacitKey and govern Your use of the services which can be accessed from https://www.tacitkey.com/ and other related sub domains and/or mobile applications and/or and all of the webpages, subdomains, country level domain variants and subparts of those websites ("Platform"). Any additional Terms & Conditions to these Terms (“Service Specific Terms”) will become a part of Your agreement with us only if You choose to use those Service(s).

By checking on the ‘I Agree’ box in our sign-up page, You, either as an individual or if You are representing an entity then on behalf of that entity, agree to be bound by the Terms and any other policies included by reference herein.

CHANGES TO THE TERMS

TacitKey may from time to time make changes or modifications to any portions of these Terms. If such change or modification is likely to affect Your rights under these Terms, You will then be provided with a days prior notice via the email address used by You while signing up for our Services or in any other manner which seems appropriate to TacitKey. Your continued use of the Platform after the expiry of the said notice period will constitute Your acceptance to the modified Terms. If You do not agree to the modified Terms, Your only remedy will be to stop using the Services by sending us an account deletion email request.

DESCRIPTION OF SERVICE(S)

TacitKey provides to You a knowledge publishing and monetization platform in which You can publish Your content or review others’ Content, create or join groups to discuss with Your peers, conduct or participate in live events, post or access Content from events that You had participated in or conducted previously, host or participate in live webinars, create or enroll for courses, create or participate in surveys, display or post promotional content (hereinafter “Services”) and You may also earn or get paid for any of the above activities. Enlisted below are the Services and a brief description of each such Service.

TacitWorks - lets You to create, publish Your Content and inspire others by becoming a thought leader. You can earn by publishing your content at the price you choose or by publishing for free and earning through brand endorsements from TacitAdopt. You may review the Content shared by other users. Based on the number of votes Your review receives, you may become eligible for earning opportunities.
Community – lets You engage with Your peers or Your associates together under a private group and host discussions, invite feedback, conduct polls, online events, training sessions, and send out surveys within the members of Your Community or with the users of TacitKey in general.
Events – lets You to create live and highlights from past events, set agenda, invite speakers, promote the event, set registration fees & collect payments and upload Content of events conducted previously.
Courses & Webinars – lets You to offer training programs as on-demand courses and live webinars or participate in such training programs offered by others.
TacitAsk – lets You find solutions to Your questions from relevant group of users based on their showcased tacit knowledge and pay them for their responses or provide solutions to questions from other users and be paid for your responses.
TacitKey will never share Your Personal information without Your consent. In certain cases, Your earnings from TacitAsk may be contingent upon sharing Your Personal Information as a participant. Since sharing Your Personal Information is governed by the Singapore Personal Data Protection Act, TacitKey will share Your Personal Information that You have shared as part of the questionnaire only upon receiving explicit consent from You.
TacitHub – lets You to discuss and get opinions from Your business contacts, publish Your Content with them, get their opinion, suggestions or reviews on Your products and run mass email campaigns either directly or indirectly through TacitKey.
TacitAdopt & Sponsored Works – Promote and post Your promotional Content to targeted or selected users.

When You use these Services, You agree to comply with the Service Specific Terms in addition to these General Terms.

ACCESSING OUR SERVICES

To access, view or use our Services, You need to create an account by providing Your name, email address and phone number in the sign up form. Alternatively, You can also sign up for TacitKey using Your social media accounts as listed in the sign up page. When You sign up using Your social media accounts, we assure You that except for the basic information that is required to identify You, we do not collect any other information or data from Your social media account. We also assure You that unless You permit us to do so, we do not post or promote any Content in Your social media page.

REPRESENTATIONS AND WARRANTIES

For Creating an Account.
By creating an account with TacitKey and by accessing our Platform, You represent and warrant to us that:
1. You have attained the legal age of majority under the law applicable in the jurisdiction from where You access the Platform;
2. You have the lawful authority and capacity to contract and be bound by these Terms;
3. If You are creating a business profile and publishing or reviewing Content using that business profile, You understand that You are accepting these Terms on behalf of that business, company, limited liability partnership or other legal entity and You have the authority to bind such business or entity to these Terms. In such event, "You" and "Your" as used in these Terms shall refer to such business or entity; and
4. You will comply with all applicable laws and regulations.
For accessing or using our Services. When You access our services to publish, or upload Your Content, post Your review or comment in the Content published by other users, or participate in any discussion relating to Content posted by You or other users, You agree to comply with our Acceptable Use Policy which is incorporated herein by reference.

YOUR SIGN-UP OBLIGATIONS

When You sign-up with TacitKey and create an account, You agree to

Create one user account and not create any fictitious account;
Submit accurate, current, true and complete information about You or Your entity while signing-up on the Platform and You agree that TacitKey will not be responsible to verify the accuracy and truthfulness of any information submitted by You;
Update Your information that You submitted with us, in case of any changes;
Secure Your account credentials to prevent unauthorized access;
Notify us immediately in case of any breach of security or any unauthorized use of Your Account;
Be responsible for all activity on Your Account and to use and operate the same in accordance with applicable law; and
Comply with Service Specific Terms if any that is/ are applicable to You.

In addition to the above, You agree to verify Your email address and/ or Your phone number to actively use the Platform. Alternatively, You can also verify Your email address by signing up through Your social media accounts linked with TacitKey. The aforementioned validation process will be undertaken either by TacitKey directly or through third-party vendors so appointed by TacitKey.

LICENSE GRANT

Subject to Your agreement to these Terms, including the additional service specific terms if any, and the policies included herein by reference, TacitKey grants to you a personal, limited, worldwide, non-exclusive, non-transferable and non-sub licensable license to use the Platform and Services to:

publish Your content or review others’ Content;
create or join groups to discuss with Your peers;
conduct or participate in live events;
post or access Content from events that You had participated in or conducted previously;
host or participate in live webinars;
create or enroll for course;
create or participate in surveys;
display or post promotional content; and
earn or get paid for any of the above activities.

CONTENT

For the purposes of the Terms “Content” shall mean and refer to any content published in any form whatsoever (viewable either on payment of a fee or for free) on the Platform and including but not limited to (i) images, (ii) text, (iii) video, self-recorded or otherwise, (iv) slide shows, (v) presentations, (vi) research papers, (v) surveys on the Platform (vi) live and recorded instructions, tutoring, trainings, courses and learning content, (vi) any events organized using the Platform including information published pursuant to such events; and (vii) voice notes.

“Viewer Content” shall mean and refer to any communication between users, including but not limited to discussions, reviews and feedback relating to Your Content or the Content published by others on the Platform.

By submitting, uploading, posting or publishing Content on or through the Platform, You hereby expressly represent and warrant that:

You are responsible for Your use of the Service, for any Content You provide, and for any consequences for using such Content by other users thereof;
You have the ownership rights in the Content or You have obtained all necessary licenses or permissions to publish the Content on the Platform;
Your Content does not violate any intellectual property rights or privacy rights of others;
Your Content complies with all applicable laws and regulations in Your jurisdiction; and
Your Content complies with TacitKey’s Acceptable Use Policy;

Your Rights in Your Content:

Except for those that fall under the definition of Viewer Content, You own all the rights in and to the Content published by You on our Platform. You, as a copyright owner of the Content, may choose to provide access to Your Content to other users for free or for a fee fixed by You at Your discretion. You can also re-post Your Content provided that You agree not to modify the Content and attribute TacitKey by name or by linking back to the page displaying the original source of the Content on the Platform.

Viewer’s Right in Your Content:

By publishing Your Content, You hereby agree that all other users viewing your Content (“Viewer(s)”) have the right to review, provide feedback or opinion and/ or discuss the pros and cons of Your Content on the Platform.

Viewers also enjoy the right to re-post any of the Content provided Viewers agree: (a) not to modify the Content; (b) to attribute TacitKey and You, for You are the copyright holder of the Content; (c) to take effort to update a particular piece of Content to the latest version when either TacitKey or You request Viewer to do so; and (e) to delete Content that has been deleted or marked as not for reproduction on the Platform by TacitKey or You.

In addition to the above, when You permit or approve Viewers to adopt and/ or purchase Your Content, they may do so after paying the fees mutually agreed between the Viewer and You for such adoption or purchase.

TacitKey’s Right in Your Content:

By using the Services in our Platform, You grant to TacitKey a perpetual, worldwide, irrevocable, royalty free and transferable license to use, modify, display, distribute and publicly perform any & all Content submitted or uploaded by You and also to send emails to those in Your contacts on Your behalf and as part of providing our Services to You.

TacitKey may, but is not obligated to, moderate Content to ensure that Your Content is in compliance with the Terms herein. Also, TacitKey may validate and/or rank You based on Your activities on the Platform and ratings provided by Viewers of Your Content. The said validation and/or ranking is only indicative of the expertise of a person based solely on the data gathered through the information available on the Platform, including but not limited to the response for Your Content, Courses, or Events organized on the Platform.

THIRD PARTY LINKS

When You use the Services in our Platform, You may find links or advertisements posted by third parties. When You click on such link or use of any their services, You agree that Your use of their services will be governed by their terms and conditions respectively.

PERSONAL INFORMATION AND PRIVACY

Personal information that You submit to us while signing up for our Services will be governed by our Privacy Policy. You understand and agree that You are solely responsible to maintain confidentiality of Your account credentials. You further agree to report to us immediately in case of any unauthorized or suspicious activity in Your account.

COMMUNICATIONS FROM US

The Service may include certain communications from us, such as service announcements, and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide You privacy, we also provide You the option of unsubscribing from receiving newsletters from us by clicking on the unsubscribe link in each email that we send to You. However, You will not be able to unsubscribe from receiving service announcements.

INTELLECTUAL PROPERTY OF TACITKEY

We retain rights over the trademarks, service marks, and logos used and displayed by us, in any manner on the Platform or in any of the Content on the Platform. Further, the trademarks, service marks, and logos used and displayed on the Platform by the users, advertisers, or third parties are owned by such users, advertisers, or third parties and are hereby only licensed to us for the limited purpose of displaying them in the Platform. All rights in the aforementioned proprietary marks are reserved and You may not alter or obscure such proprietary mark or name or logos, or link to them without prior approval of TacitKey or the respective owners of such proprietary mark.

All legal rights including intellectual property rights, title, and interest in and to the Platform including but not limited to the user interface and the applications and codes used to implement the Platform and the Services vests with TacitKey. The Services provided and the validation & ranking methodology used by the Platform contain proprietary and confidential information of TacitKey. You agree that You shall not use such proprietary information and other materials provided or used by the Platform, in any way whatsoever except for use of the Platform and the Services in accordance with these Terms. No portion of the Platform shall be reproduced in any form by You.

REPORTING

When can You report/ complaint	How to report/ complaint	What do we do if we receive such complaint	Approximate time taken by us to act or react on the complaint
If Your account is compromised	You can notify us by sending an email to support@tacitkey.com	We will immediately suspend the compromised account and then help You to restore Your account.	We will Suspend and respond to You within 24 hours of receiving a written notification from You.
If a Content violates these Terms	You can notify us by sending an email to support@tacitkey.com	We will verify and investigate on the report/ complaint, and we may remove the violating Content at our sole discretion.	We will wait until 24 hours before removing access to the violating Content.
If any of TacitKey user is harassing You	You can notify us by sending an email to support@tacitkey.com	We will verify and investigate on the report/ complaint, and we may de-activate or delete the user account at our sole discretion.	We will wait until 24 hours before de-activating or deleting the user account.
If You find any IP infringing Content	You should send us a formal take-down notice as mentioned in our Copyright Policy	We will notify the user and follow the procedure prescribed in the Singapore Copyright Act.	We will wait for 14 days for the notified user to respond. If no response, we will take down the Content.

Notwithstanding anything contained herein, TacitKey assumes no responsibility with regard to intellectual property claims, as between the users of the Platform or between You and any other person. TacitKey acts merely as a knowledge publishing platform and all disputes are to be settled directly between the disputing parties and You. You agree that in no event and for no reason whatsoever TacitKey or any of its representatives will be impleaded or made a party to any dispute or claim procedure.

PAYMENT AND REFUND

To make a financial transaction while on our Platform, You agree to verify your email id and phone number submitted with TacitKey. You also agree to submit any other documents as required by then applicable law to TacitKey and/ or any other payment service providers integrated with TacitKey to provide the aforementioned services to You.

Fees

You, as a owner of the Content, Event, Courses or Community, will be solely responsible for determining the fees to be charged for letting others to access Your Content/ Event/ Community/Courses through the Platform. By fixing a fee to let other users view or access any of the Content You own or any of the Communities or Events or Courses created by You, You expressly agree that all payments received by You from other users are subject to TacitKey charges and transaction charges, which shall be deducted by TacitKey before paying out the fees to You. You will also be responsible for payment of all taxes that are applicable to You for collecting fees from the Viewers. TacitKey will be under no obligation to determine the fees charged by You for Your Content or for members of any Event or Community or Courses.

Payments

When You pay and use our Services, You understand that those charges will be exclusive of any taxes that are applicable to You. All payments for availing access to the Services or to the Content available through the Services of the Platform shall be made through a third-party payment service provider. You, as a TacitKey user, agree to be bound by the Terms & Conditions of the third-party payment service provider when You use or access any of the paid Content or Services in our Platform. You further agree and acknowledge that neither TacitKey nor any of its directors, employees, shareholders or other representatives shall be liable to You under any circumstances for any direct, indirect, punitive, incidental, special or consequential damages that result from or arise out of Your use of third-party payment service provider.

If You, as a user, elect to access or use Services of the Platform that involves payment of a fee, then You agree to pay and be responsible for the payment of such fees and taxes associated with Your access or use of the Content individually, as part of a Community or as a participant of any Event or Courses in accordance with these Terms. For security and fraud prevention purposes, You agree that all undisputed payments made by a user of TacitKey shall be paid out to You in accordance with the Payout Policy as detailed in the section c (i) below after deduction of TacitKey charges and transactions charges.

Payout & Refund Policy

Payout Policy:

All payments received by TacitKey on Your behalf will be made to the email id registered and verified on TacitKey using PayPal or other similar service providers. Upon request, Payouts will be processed twice a month, that is the first and fifteenth of every month. 12 months/$199 subscription plans will be eligible for unlimited payouts every month and 6 months/$99 subscription plans will be eligible for single payout every month.

In case of Paid

1. TacitWorks and Virtual Events - Pay outs will be eligible after 14 days of purchase by an user or access of such paid service whichever is later after deductions of any refunds as below;

2. Online Events - Pay outs will be eligible after 14 days of completion of the last scheduled live session of the Online Event provided the live sessions are hosted successfully after deductions of any refunds as below;

3. Courses - a) Pay outs will be eligible after 14 days of purchase by an user or access of such paid services whichever is later after deductions of any refunds as below in case of Courses consisting of on-demand content only without live sessions b) Pay outs will be eligible after 14 days of completion of all scheduled live sessions mentioned as minimum number of live sessions are hosted successfully after deductions of any refunds a below;

4. Community Membership - Payout will be eligible after 30 days of purchase by user;

5. TacitAsk & TacitAdopt - Payout will be eligible as per the below subscription plan (Applies to both Publish and Inspire as well as Inspire and Earn Plans)

Plan	Payout Model	Validity of Earnings
Free Plan	No payout. However, earnings will accumulate upto $150.	1 month
3 months/ $49	No payout. However, earnings will accumulate upto $300.	Plan duration plus 1 month after expiration of the plan
6 months/ $99	Payout upto $100 per month and payable once every month after 7 days of request. The remaining amount will keep accumulating in Your TacitKey account. Note: Transaction charges will apply for all payouts that are lesser than $100	Plan duration plus 1 month after expiration of the plan
12 months/ $199	Unlimited payout payable after 7 days of request. Note: Transaction charges will apply for all payouts that are lesser than $100.	Plan duration plus 1 month after expiration of the plan

ii. Refund Policy:

All refunds will be processed as per the guidelines of the third party payment service providers integrated with TacitKey. And in any claim for refund, You agree that TacitKey charges and other transaction charges are non-refundable.

In case of

1. Paid TacitWorks, Paid Courses & Paid Virtual Events - You will be allowed to claim a refund within 7 days from the date of purchase, provided You have not accessed such paid Services as per TacitKey logs. As mentioned above, transaction charges will be deducted and cannot be claimed as part of Your claim for refund.
2. Paid Online Events - Cancellation of registration and refund can be made only if You have initiated a cancellation request 48 hrs prior to the start of Event or as defined by the event organizer in his Event page. As mentioned above, transaction charges will be deducted and cannot be claimed as part of Your claim for refund.
3. Community Membership & TacitAdopt - There are no refunds
4. TacitAsk (creator) -In case of a creator requesting cancellation or deletion by TacitKey for not meeting guidelines, only amounts equivalent to payout to non-qualified respondents will be refundable. There are no refunds for any responses that the creator has qualified. TacitKey charges and transaction charges are also non-refundable.
5. Sponsored Works - There are no refunds for monthly subscription.. - For 12 months subscription,, a pro-rata refund for unused whole months after deduction of TacitKey charges and transaction charges. In case of deletion of Sponsored Works for not meeting guidelines, refund will be made after deducting TacitKey charges of $50 per Sponsored Works and transaction charges
5. Sponsored Works - There are no refunds for monthly subscription.. - For 12 months subscription,, a pro-rata refund for unused whole months after deduction of TacitKey charges and transaction charges. In case of deletion of Sponsored Works for not meeting guidelines, refund will be made after deducting TacitKey charges of $50 per Sponsored Works and transaction charges

Live Credits - No refunds and credits do not expire.

DISCLAIMER OF WARRANTIES

a. With regard to the Platform or Services: The Platform and the Services in the platform are provided to You strictly on an "as is" basis without warranties of any kind, whether express or implied, including the warranties of merchantability or fitness for a particular purpose. TacitKey makes no warranty that the Platform: (i) will perform error-free or uninterrupted, or that We will correct all or any errors or defects; (ii) will operate in combination with Your devices, or with any other hardware, software, systems; or (iii) will meet Your requirements, specifications or expectations.

TacitKey acknowledges that TacitKey does not control the transfer of data over communications facilities, including the internet, and that the Platform may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

You acknowledge and agree that the entire risk arising out of Your use of the Platform and/or availing any Services remains solely with You. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. You further acknowledge that Your electronic submissions on the Platform constitute Your agreement and intent to be bound by and to pay for the Services provided by the Platform.

b. With regard to the Content: TacitKey does not make any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of Content, and disclaims all liabilities arising from or related to Content including but not limited to any information pertaining to You or any other user.

TacitKey is not a platform to solicit clients or patients or provide financial advice. TacitKey further states that all opinions or information made available to You through this Platform are for informational purposes only and does not amount to professional advice. Also, we do not endorse or verify any of the Contents, including Viewer Content, available on its Platform. Therefore, before you act on any information you find on this Platform, you should independently confirm any facts important to your decision.

Medical Content posted or uploaded by any user is not to be deemed as professional medical advice, examination, medical diagnosis or treatment, and no physician-patient relationship is, or is intended to be, created between each user or between TacitKey and You or between two users of the Platform.
Legal Content posted or uploaded by any user is not to be deemed as legal advice or a solicitation to offer legal advice and no attorney-client relationship is, or is intended to be, created between the users or between TacitKey and You or between two users of the Platform.
Financial Content posted or uploaded by any user is not to be deemed as professional advice, examination, projections, and no fiduciary relationship are, or is intended to be, created between each user or between TacitKey and You or between two users of the Platform.

LIMITATION OF LIABILITY

You agree that TacitKey shall not be liable to You or any person for any reason whatsoever including but not limited to the following:

TACITKEY AND THE PLATFORM IS ONLY A MARKETPLACE FOR THE USERS. WE DO NOT HIRE OR EMPLOY ANY USER NOR ARE WE RESPONSIBLE OR LIABLE FOR ANY INTERACTIONS INVOLVED BETWEEN THE USERS. WE ARE NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSSES, INJURIES, OR DAMAGE OF ANY KIND THAT MIGHT ARISE OUT OF OR RELATE TO CONDUCT OF THE USERS, INCLUDING, BUT NOT LIMITED TO, ANY USER'S RELIANCE UPON ANY INFORMATION PROVIDED BY ANOTHER USER.

INDEMNIFICATION

By accepting these Terms and using the Platform, You agree that You shall defend, indemnify and hold TacitKey, its directors, shareholders, officers, employees and other representatives, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:

Your violation or breach of these Terms or any applicable law or regulation;
Your violation of intellectual property rights of any third party;
Your use or misuse of the Platform or Service; or
any and all third-party claims based upon the Content or any communications transmitted by You; or
any fraud or negligent act by You on the Platform.

JURISDICTION

The Services are managed by TacitKey Pte Limited, a company incorporated and having its registered office in Singapore. YOU UNDERSTAND AND AGREE THAT ANY DISPUTE ARISING FROM THE USE OF THIS WEBSITE OR FROM THESE TERMS AND CONDITIONS WILL BE GOVERNED BY THE LAWS OF SINGAPORE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS. YOU FURTHER CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF SINGAPORE AND DISREGARD ANY INCONVENIENCE THEREOF.

SUSPENSION OR DELETION OF YOUR ACCOUNT

TacitKey reserves the right to disallow, cancel, remove or reassign certain usernames or delete the account in appropriate circumstances and as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate Your account if activities occur on Your account which, in our sole discretion, would or might constitute a violation of these Terms, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations. We may at our sole discretion restore access to Your account, at any time, pursuant to any suspension. TacitKey shall not be liable for any actions and payments pending from such account and the Content posted or uploaded by such an account may continue to stay on the Platform and will be visible to users with whom the Content was previously.

MISCELLANEOUS:

Effect of Waiver: To the extent that anything in or associated with the Platform is in conflict or inconsistent with these Terms, these Terms shall take precedence and prevail. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under these Terms shall survive any discontinuance of the access or use of the Platform.

Independent Contractor: No joint venture, partnership, employment, or agency relationship exists between any of the users of this Platform and TacitKey as a result of these Terms or use of the Platform.

Entire Agreement: These Terms along with the Privacy Policy and any other policies incorporated herein, shall be construed as a whole, according to its fair meaning, and not strictly for or against either You or TacitKey, regardless of who drafted it and as may be amended and updated from time to time.

Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Cessation of Operation: TacitKey may at any time, at its sole discretion and without advance notice to You, cease operation of the Platform and provision of any Service. In such an event TacitKey may delete all Your Content and activity on the Platform at its sole discretion.

Force Majeure: TacitKey will not be deemed in default hereunder or held responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, hacking, cyber attack, or boycott.

END OF TERMS

If You have any questions regarding these Terms, please write to us at legal@tacitkey.com