Terms of Use

This Terms of Use (“Terms”) constitutes a legal agreement between Itranscend Educational Initiatives Private Limited, having its registered office at #Level 12A, Sanali IT Spazio Software Units Layout, Madhapur, Hyderabad, Telangana – 500081 (“Company” and includes its successors and assigns) and the School. The details of the School are set forth in Annexure I of these Terms. These Terms, along with the Privacy Policy (“Privacy Policy”) shall govern your use and access of the Company’s learning management system platform and applications (collectively “Platform”) and usage of the Services (defined below) offered by the Company through the Platform.

By downloading, accessing, and using the Platform, you:

1. acknowledge and agree that you will be legally bound by these Terms and the Privacy Policy;
2. represent that you are of legal age to enter into and are otherwise legally competent to enter into a binding agreement or have the necessary approvals or consent to use the Platform;
3. acknowledge and agree that the Company may modify the Terms at any time by posting the changes on the Platform. Your continued use of the Platform after the new and/or revised Terms is effective and indicates that you have agreed to the revised Terms. If you do not agree to the existing or revised Terms, you should not access or use the Platform.

1. Definitions

1. “Admin Account” means the primary account created for the School upon signing up to the Terms and providing the requisite information.
2. “Company Content” means any information, data, courses, content, material owned by the Company which is made available to the Users in their course of Using the Services.
3. “Effective Date” means the date set forth in Annexure I.
4. “Fees” means the consideration payable by the Company as set forth in Annexure I.
5. “Parents” means any person over the age of eighteen (18) years, of either sex, who is the guardian of a minor Student(s) including but not limited to legal natural parents, foster parents, adoptive parents and legal guardians.
6. “School” or “you” or “your” means the entity entering into these Terms and availing the Services from the Company. Unless the context requires otherwise the term School, you and yours shall include Users.
7. “Services” means the services provided by the Company more fully described in the subscription page which can be accessed here.
8. “Staff” means staff of the School.
9. “Student(s)” means the students attending the School.
10. “Term” means the duration of these Terms as set forth in Annexure I including any extensions thereto.
11. “Territory” means the territory of the School as specified in Annexure I.
12. “Updates” means the upgrades, bug fixes, patches, features and functionalities (if any) to the Platform that is made available by the Company.
13. “Use”, “Using” or “Used” means the direct or indirect activation, by you or the Users, of the processing capabilities of the Platform and the Services and/or to execute, access, utilize, employ the Services, or display information resulting from such capabilities.
14. “Users” means the individual(s) who are authorized by you to Use the Services including the Staff, Students, Parents.
15. “User Content” means any information, content, material that is uploaded by the Users in the course of Using the Services.
16. “User Generated Content” means any information, content, material that may be generated, developed, created, and/or modified through Use of the Services, such as data files, device characteristics, written text, software, graphics, photographs, images, sounds, videos, messages and any other like materials.

2. Creation of Account

1. The Services are only available to the fixed number of Staffs, Students and Parents agreed to in Annexure I.
2. In order for you to Use the Services, you are required to create and maintain an Account.
3. You shall be provided with administrative controls to add, modify and delete Users. You shall also be provided with unique login credentials to access the Services’ administrative portal and set up your Admin Account with your administrator privileges. You shall as a part of your administrative responsibility assign unique identifiers to each Staff, Student and Parent you authorize to use the Services. These unique identifiers together with such individuals personal email addresses shall be used for both initial registration of each Staff, Student and Parent as being part of your permitted user group and to authenticate such person each time she or he logs into or uses the Services.
4. You represent that you have all the rights required to provide the information that you have provided to the Company, including any registration information, User information, and account set up information and represent that they are true and accurate.

You, as the School, will be responsible for all your acts and omissions with respect to the Services including those of the Users. Furthermore, as the School, you agree that you will obtain specific parental permission for Students below the age of 18 (eighteen) and all necessary consents from the Users, in writing, in accordance with applicable laws and regulations, before any User including Student below the age of eighteen (18) accesses and uses the Services. In the event any Parent fails to provide or denies providing any specific parental permission or necessary consent, then you as the School will immediately disable the concerned Student’s access to the Services.

3. Right to Use

1. The Company hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to Use the Services, for the Term in the Territory subject to the terms contained in these Terms.
2. The details of the Services you have purchased and/or have been provided access to are as set forth in the subscription page which can be accessed by you.
3. The Company shall not be restricted
   1. 1. from collecting, storing, analysing and using the data related to the Use of the Services by the Users; and
      2. from analysing and using the User data and User Generated Content on a pseudonymised basis, for any purpose which the Company deems appropriate, including but not limited to enhancing the capabilities of the Services, tracking usage of the Services, invoicing you in accordance with these Terms, tracking the performance, marketing and sales materials, benchmarking studies and Services development. Such data shall be the Company’s proprietary information.
4. You understand that all the Company Content and the User Generated Content are made available for your exclusive Use during the Term and the same should not be shared with any third-party. You understand that all User Content and User Generated Content is the sole responsibility of the School. This means that you, and not the Company, are solely responsible for any User Content and/or User Generated Content you upload, download, generate, post, email, transmit, store or otherwise make available through your Use of the Service. The Company does not control the User Content and User Generated Content used in the Service, nor does it guarantee the accuracy, integrity or quality of such User Content and User Generated Content. You understand and agree that your Use of the Services and any User Content and User Generated Content is solely at your own risk.
5. You shall be solely responsible for all User Content and User Generated Content you submit, upload or create using the Services and the consequences of posting or publishing them. The Company is only acting as a communication platform and a repository of data. The User Content and User Generated Content does not represent the views or opinions of the Company, and the Company makes no guarantees as to the validity, accuracy or legal status of any such User Content or User Generated Content. You represent and warrant that your use of the Services will be compliant at all times with all applicable laws and regulations relating to the collection, storage and transmission of personal information.
6. You are responsible for backing up, to your own computer or other device, any important documents, content, images or other Company Content, User Content and User Generated Content that you store or access via the Services. You acknowledge and agree that the Company Content and the User Generated Content will only be used by the Users for their own purposes and shall not be shared with any other third party who are not Users. The Company shall use reasonable skill and due care in providing the Services, but the Company does not guarantee or warrant that any Company Content, User Content and/or User Generated Content you may store or access through the Services will not be subject to inadvertent damage, corruption or loss.
7. The Company shall adhere to reasonable security measures deemed by the Company to be appropriate for the provision of the Services, including, without limitation, using reasonable measures to secure your information from unauthorised access and modifications. You will not take any action that will cause a breach of the security measures used by the Company.

4. Prohibited Uses

You shall not and shall ensure that the Users shall not:

1. host, display, modify, publish, transmit, store, update or share any information, including financial information that:
   1. belongs to another person and to which the Users do not have any right; is improper, immoral, defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
   2. is harmful to children/minors in anyway;
   3. infringes any patent, trademark, copyright or other proprietary rights;
   4. violates any law for the time being in force;
   5. deceives or misleads the addressee about the origin of a message or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading;
   6. impersonates another person;
   7. threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nation;
   8. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource.
2. use the Platform and the Services except as provided in these Terms and supplemental terms (if any);
3. copy any features, functions or user interfaces/graphics of the Platform;
4. remove any copyright, trademark or other proprietary notices from any portion of the Platform placed by us or any third-party partners;
5. decompile, reverse engineer or disassemble the Platform;
6. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, transmit or otherwise exploit the Platform except as expressly permitted by Company;
7. permit use of the Platform by an unauthorised third party or undertake any activity which negatively impacts or tampers with the security measures of the Company;
8. build applications that interact with, or combine applications with, the Platform which negatively affect the performance of the Platform;
9. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform or Company systems or any other computer system including by introduction of any virus, trojan horses, worms, time bombs or such material;
10. attempt to gain unauthorized access to or impair any aspect of the Platform or its related systems or networks;
11. use the Platform or exploit the Services for any commercial purposes without the prior written consent of the Company.

5. Proprietary Rights and Non-Exclusivity

1. You acknowledge and agree that Company and/or its licensors own all legal right, title and interest in and to the Platform and the Services including but not limited to the Company Content, Updates, User Generated Content user interface, algorithms, formulae, scripts, graphics, work flows, processes, software, methodologies, databases and other proprietary information, including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Platform and the Services including the Company Content, Updates, User Generated Content contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You acquire only the right to Use the Services and will not use such proprietary information or materials in any manner whatsoever except as expressly permitted by these Terms.
2. Nothing in these Terms shall be deemed to
   1. restrict or limit the ability of the Company from providing access and the ability to use the Services to third parties;
   2. restrict or limit the ability of the Company from providing access to its proprietary information or other materials to any other party for any purpose; or (ii) in any way affect the rights granted to such other parties.
3. You acknowledge that:
   1. the Company owns and shall continue to own all right, title and interest in and to the Platform, the Services, Company Content, User Generated Content, Company Confidential Information, and all intellectual property rights embodied therein or related thereto, including, but not limited to, the source and object code, and any Updates and/ or corrections to the Platform; and
   2. You and User shall acquire only the limited rights granted herein and do not acquire any ownership rights or title in or to the Platform including the Company Content, Updates, the Services, User Generated Content and/or Company Confidential Information. Save for the limited rights granted in these Terms, no other rights are granted to you, in and to the Platform including the Company Content, Updates, the Services, User Generated Content and/or Company Confidential Information.
4. You shall, at all times, retain the title to and the intellectual property rights over the User Content.
5. You are solely responsible for ensuring that the User Content does not include anything that actually or potentially infringes or misappropriates the intellectual property rights of any third party.

6. Limited Warranty

1. You understand and acknowledge that certain risks are inherent in the transmission of information over the internet. While the Company uses industry standard information security measures to protect the Platform and the Services from viruses and malicious attacks, the Company does not represent or guarantee that the Platform or the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and the Company disclaims any liability relating thereto to the extent that such loss, corruption, attack, viruses, interference, hacking, or other security intrusion occur despite the Company using the information security measures. The Company warrants that, during the Term, the Company will employ commercially reasonable system security measures. Except as expressly set forth in this Section, the Company makes no representation, warranty, covenant, or agreement that its security measures will be effective and the Company shall not have any liability for the breach of its security measures, or the integrity of the systems or the Company’s computer servers, unless caused by the willful misconduct or gross negligence of its employees.
2. The Platform and the Services are provided to you on an “as-is” and “as available basis”. The Company is not responsible for any failure of the telecommunications network or other communications links utilized to gain access to the Platform and/or the Services.
3. You further acknowledge that the Platform and the Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Services could lead to death, personal injury, or severe physical or environmental damage.
4. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM AND EXPRESSLY WAIVE ALL OTHER, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF COMPANY OR THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OR OF NON-INFRINGEMENT EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE (LIMITED WARRANTY). IN PARTICULAR, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES MAKE NO WARRANTY THAT
   1. THE PLATFORM AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS;
   2. YOUR USE OF THE PLATFORM AND/OR THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE.
5. Any telecommunication or other links required for the purposes of the Services and your access to the Platform shall be procured by you and the Company shall have no responsibility for the non-availability or failure of any telecommunication or other links.
6. You hereby agree and acknowledge that in the course of providing Services, the Company may use generative algorithms and models that learn from existing data in order to create and modify Company Content, User Generated Content and provide Services.
7. You hereby agree and acknowledge that
   1. content generated through generative algorithms may be inaccurate, misleading, or unsuitable for your use case;
   2. content generated through generative algorithms may not be protectable by intellectual property rights.
8. You shall at all times be responsible for the use of content generated through generative algorithms and for ensuring such use of content generated through generative algorithms complies with the Agreement and applicable laws and regulations.
9. The Company disclaims all warranties, express or implied, regarding any content generated through generative algorithms, including any implied warranties that such content will be accurate and compliant with applicable laws.
10. The Company shall in no event be liable for any claims arising due to the Services being used in combination with other services, software, products or materials not furnished or approved in writing by the Company.

7. Price and Payment

1. The School shall pay the Fees as per the timelines set forth in Annexure I.
2. The Company shall raise an invoice for the Fees as per the timelines set forth in Annexure I and the School shall pay the Fees within 30 days of the receipt of the invoice.
3. Notwithstanding anything contained in these Terms, the Fees are exclusive of all taxes thereon. You shall be liable for all transaction taxes on any Fees provided under these Terms including but not limited to goods and services tax (GST), consumption tax, business tax, service tax, product sales tax and similar taxes.

8. Term and Termination

1. These Terms and the right to use granted hereunder shall take effect from the Effective Date and shall continue for the Term.
2. The Company may terminate these Terms by providing thirty (30) days’ written notice of the same to the School.
3. The Company may terminate these Terms:
   1. thirty (30) days after the Company gives you notice of your breach of any provisions of these Terms (other than your breach of its obligations under Section 4 (Prohibited Uses) or Section 10 (Confidential Information) which breach shall result in immediate termination) and which you do not cure within the thirty (30) days’ notice period; or
   2. immediately if you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors.
4. You may terminate these Terms:
   1. thirty (30) days after you give the Company notice of its breach of any provision of these Terms and which the Company does not cure within the thirty (30) day notice period; or
   2. if the Company files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

9. Consequences of Termination and Suspension

1. Provisions which by their nature are intended to survive the termination of these Terms, shall survive the termination or expiration of these Terms.
2. Upon termination or expiry of these Terms, the School shall ensure that all the Users erase/delete all of the Company Content and User Generated Content downloaded on the Users devices.
3. Notwithstanding anything contained in these Terms, the Company may, at any time, suspend the Services and/or the Platform if in the reasonable opinion of the Company:
   1. you or any or all Users have breached the terms of these Terms; or
   2. such suspension is required for safety purposes or to prevent a security breach; or
   3. to prevent any irreparable damages or losses to the Company or any other third party; or
   4. if any Fees and/or payments are more than 30 days overdue.

10. Confidential Information

During the course these Terms, either party may share and provide the other with access to its confidential and Proprietary Information (“Confidential Information”). Confidential Information may be disclosed either orally, visually, in writing (including graphic material) or by way of consigned items. The receiving party agrees to take all reasonable security precautions, including precautions at least as great as it takes to protect its own confidential information, to protect the secrecy of the Confidential Information. Confidential Information shall be disclosed only on a need-to-know basis. Except as provided herein, the parties agree to treat the same as confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, such information, and shall not make use of such information, without the prior written consent of the disclosing party. Confidential Information includes but is not limited to the Services, documentation, third party materials, business plans, contents, material, data, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programs, and software source documents.

11. Indemnity

1. The Company shall indemnify you against all claims, liabilities, and costs (including reasonable attorneys’ fees), brought against you by third parties alleging that your Use of the Services infringes or misappropriates any intellectual property rights of such third party, provided that such indemnity shall not apply if the alleged infringement results from
   1. a combination of the Services with any program, equipment or device not supplied or recommended by the Company;
   2. Use of the Services other than as described in the documentation or instructions shared; or
   3. any unlicensed or unauthorized activity. In the event of such a claim, the Company shall have full control of the defense and any settlement of such claim. You agree to cooperate fully in the defense of such claim.
2. You shall not undertake any action in response to any infringement or alleged infringement by third parties of the Services.
3. The Company shall, at its sole discretion:
   1. procure for you the right to use the infringing Services,
   2. replace the Services with a non-infringing Service, or
   3. modify the infringing Service so that it becomes non-infringing. If none of the foregoing is commercially reasonable, the Company may terminate these Terms. The Company’s sole and exclusive responsibility with respect to any allegation that your Use of the Services infringes third party intellectual property rights are limited to those set forth above in this Section.
4. You shall defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, debts and costs (including reasonable attorneys’ fees), arising out of or in relation to
   1. your Use of and access of the Services including the Use by Users;
   2. your violation of any term of these Terms including violation by the Users;
   3. your violation of any third party right, including without limitation any copyright, property, or privacy right; or
   4. any claim that the User Generated Content you (including the User) submitted, generated, created, uploaded and/or downloaded caused damage. This indemnification obligation under this clause (11(d) will survive these Terms and your Use of the Services.

12. Liability

1. The Company shall not be responsible under these Terms if the Services are not used in accordance with the terms of these Terms and any other documentation provided by the Company; or (ii) if the defect is caused by your computing environment, or by interfacing third-party software.
2. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, OR REVENUES, LOSS OF OPERATION TIME, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION OF THE OTHER, ITS EMPLOYEES OR ANY OTHER PERSON ACTING ON THEIR BEHALF, OR ANY SPECIAL, INDIRECT, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THESE TERMS.
3. THE MAXIMUM AGGREGATE AMOUNT THAT YOU OR ANY PARTY CLAIMING THROUGH YOU CAN RECOVER FROM THE COMPANY AND ITS OFFICERS, EMPLOYEES, AGENTS AND PROFESSIONAL ADVISORS FOR ALL CLAIMS ARISING FROM, UNDER OR RELATING TO THESE TERMS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CLAIM AROSE.
4. The School and the respective Users shall be jointly and severally liable to the Company for any claims arising due to breach of these Terms and the Privacy Policy.

13. Assignment

You may not assign these Terms without the prior written consent of the Company.

14. Governing Law and Jurisdiction

1. The Parties hereby agree that these Terms shall be governed by and construed in accordance with the laws of India.
2. All disputes arising out of these Terms shall be exclusively referred and resolved by the competent courts in Hyderabad, India.

15. Force Majeure

The Company shall not be liable to you for failure or delay in the performance of the Services, if such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other causes beyond its reasonable control.

16. Waiver

No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of these Terms. Further, no waiver shall be effective unless made in writing and signed by an authorised signatory of the waiving party.

17. Severability

If any of the terms, conditions or provisions contained in these Terms are determined by any court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

18. Notices

All notices and other communications made or required to be given under these Terms to:

1. the Company, shall be in writing and shall be deemed given upon receipt at the address as provided for in the title of these Terms;
2. You, via email provided by you at the time of creating the Admin Account and shall be deemed given upon the email being sent.

19. Entire Agreement

These Terms constitute the entire agreement between the parties pertaining to the subject matter contained herein and supersede prior written or oral agreements between the parties.