END USER LICENSE AGREEMENT
This END USER LICENSE AGREEMENT
”) governs the use of Wadhwani Operating Foundation’s (“Licensor
” or “we
”) Online Learning Platform. Read this EULA carefully, in its entirety, before using the OLP (as defined below
). By using the OLP, you (hereinafter referred to as “you
” and “User
”), and create a binding contract between you and the Licensor. Any use of the OLP will constitute your assent to the terms and conditions of this EULA. If you do not agree to the terms of this EULA or any of our Policies, please do not use or access the OLP.
1.1 The Licensor has sufficient rights in the “Online Learning Platform
” or “OLP
” which is software owned or co-developed by or on behalf of the Licensor, or in which the Licensor has sufficient rights, and shall include any upgrade, patch, update, modification or other enhancement thereto;
” shall mean the modules, videos, presentations, and related information that are designed and produced by or on behalf of the Licensor and hosted on the Software; and
” shall include specialised contests, events and challenges designed and developed by the Licensor, either individually or in collaboration with third parties.
1.2 Your acceptance of this EULA implies that you have the capacity to enter into a legally binding contract as per applicable law, , and where the Users are below the age of majority as mandated under applicable laws, parents / legal guardians of such Users have consented to and have exercised their discretion before permitting the User to do so.
1.3 We reserve the right to amend all or any of the terms of this EULA and our other Policies at our sole discretion without any prior notice. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the OLP, including the Software following any such amendment indicates your acceptance of such amendment.
2. Usage of the OLP
2.1 Subject to your compliance with this EULA and our other Policies, we grant you a limited, non-exclusive, non-transferable, non-assignable, royalty free, revocable-at-will license to access and use the OLP. Such right entitles the User the right to use the OLP in accordance with the terms of this EULA, and not for any commercial purposes.
2.2 User Account
(i) In order to access and use the OLP, you are required to create an account (“Account
”) by providing your details such as name, gender, date of birth, contact number and email address (collectively, the “Information
”). You are required to ensure that the information provided by you is accurate and up to date at all times.
(ii) Upon successful creation of the Account, you will be issued a username and password, linked to your Account. User Accounts are personal, confidential and not transferable. You will be responsible for all information and content posted under your Account. You will create only one user Account and will not create successive Accounts unless the previous Accounts are duly deleted. Each Account will correlate to 1 (one) User license and cannot be shared or used by more than 1 (one) User at a time.
(iii) By providing us with the Information, you agree that the contact number supplied by you is not part of any “do not call” registry or its equivalent, anywhere in the world and that we may use the Information to send you communication, notices or alerts that are transactional, informational and promotional in nature, from time to time. Please ensure that the contact Information provided by you are accurate and up to date at all times.
(iv) We reserve the right to amend, modify, restrict, suspend or discontinue your access to any or all parts of the OLP without prior notice. If your Account has been disabled, suspended or discontinued by us, you will not create a new Account, whether with your information, or otherwise.
(v) We reserve the right to store and retain any and all Information provided by you, whether such Information or your Account has been subsequently deleted or not, and use the Information and content for our purposes.
2.3 User’s Responsibilities
(i) The User is responsible for all activities that occur using his / her Account. The User shall: (i) be responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Information; (ii) use reasonable efforts to prevent unauthorized access to, or use of, the OLP, and notify the Licensor promptly of any such unauthorized use or breach of security; and (iii) comply with applicable laws.
(ii) The OLP is not to be misused in any manner, including for pornographic purposes, to aid indecent representations or for any other purpose, which we deem to be objectionable.
(iii) The User shall not:
(a) make any use or disclosure of the OLP that is not expressly permitted under this EULA;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, object code, underlying structures, algorithms, ideas, know-how or any other information of or related to the Software;
(c) alter, adapt, dilute, modify, translate, adapt or create derivatives based on the OLP;
(d) make any copies of the Software and / or the Content;
(e) send spam or otherwise duplicative or unsolicited messages in violation of applicable law;
(f) resell, distribute, or sublicense the Software and / or the Content;
(g) make the Software available to or otherwise allow any third party other than the Users to use or access the OLP;
(h) remove or modify any proprietary marking or restrictive legends placed on the OLP;
(i) introduce into the Software any software, virus, worm, “back door”, Trojan Horse, or similar harmful code;
(j) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from the Licensor that allows the Licensor to measure the performance and provide the Software;
(k) use the OLP in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Software, or (C) copy any ideas, features, functions or graphics of the Software;
(l) extract data from the Software;
(m) facilitate or encourage any violation of this EULA or our other Policies;
(n) make any statement(s) or comment(s) on the Software which is any inaccurate, false, unfair or defamatory to us or other Users or which violates the legal right of others;
(o) directly or indirectly solicit the Account Information of other Users or access or try to access any account which does not belong to you;
(p) attempt to or gain unauthorized access to any portion or feature of the OLP including other User’s Accounts, or any other systems or networks connected to the Software or to any server, computer, network, or to any portion of the OLP by hacking, password “mining” or any other illegitimate means;
(q) probe, scan or test the vulnerability of the Software or any network connected to the Software or breach the security or authentication measures on the Software or any network connected to the Software; or
(r) upload, host, display, publish, share or otherwise make available on the Software any content or information that belongs to anyone else, or is harmful or disparaging, or violates any law.
(iv) You agree to be fair, accurate and non-disparaging while leaving comments, feedback, features, ideas, suggestions, bug reports, testimonials and reviews on or about the OLP or the Software. You confirm that such submissions do not and shall not infringe any intellectual property rights of any person. You agree to assign, and hereby do assign all rights in these submissions (i.e. comments, feedback, suggestions, testimonials, and review) to the Licensor. You acknowledge that the Licensor shall be entitled to use the submissions for any purpose whatsoever, without any compensation to you. In any event, such submissions are not and will not be treated as confidential and the Licensor shall not be liable for any disclosure of the submissions.
(v) If the User violates this Paragraph 2.3, the Licensor shall have the right, in its sole discretion, to deny the User access to the OLP, or any portion thereof, without any notice. Further, we reserve the right to restrict access to the OLP, if you have been or we have reasonable grounds to believe that you have been convicted of an offence under applicable law.
2.4 Third Party Providers
(i) The Licensor does not make any warranties or representations regarding any products or services provided by third parties regardless of whether such products or services or provided as part of the OLP. Any exchange of data or other interaction directly between the Licensor and such third party provider as referred above, and any purchase by the User of any product or service offered by such third party provider and not part of the OLP, is solely between the User and such third party provider. We are not, and cannot be a party to, or control in any manner, any such transactions.
(ii) We do not provide any endorsement or recommendation of any third party website or mobile application to which the Software provides a link. Such linked websites and mobile applications are provided “as is” for your convenience only with no warranty, express or implied, for the information provided within them.
(iii) We shall not be liable for any disputes arising from or in connection with the transaction between you and any third party, and shall not and are not required to mediate or resolve any such disputes or disagreements.
3. Rights in the OLP
3.1 All rights, title, interest and Intellectual Property Rights in and to the OLP, related documentation, user manuals and all components thereof or any modifications, customizations, new versions, upgrades, updates and enhancements thereto shall always vest in the Licensor. Nothing herein shall convey title or any proprietary rights in or over the OLP or any modifications, customizations, new versions, upgrades, updates and enhancements thereto to the User. For the purposes of this Paragraph, “Intellectual Property Rights
” shall include (but not be limited to) all patents, inventions, trademarks, trade and business names and all associate goodwill, copyrights (including moral rights and other related rights), plans, designs, layouts, domain names, rights in databases, rights to sue for passing off, rights in information (including confidential information), tools and methodologies, applications, technical and commercial know-how and all other similar or equivalent rights subsisting now or in the future, in any part of the world, in each case, whether registrable, registered or unregistered, and shall include all application for and renewals or extensions of such rights, for their full term.
3.2 The Licensor shall have the exclusive right to use, assign, delegate, license, or transfer any of its rights in respect of the OLP.
3.3 The User unreservedly acknowledges the Licensor’s ownership of the OLP, and hereby undertakes not to do, permit or suffer anything to be done, which may infringe the Licensor’s Intellectual Property Rights, or otherwise interfere with the Licensor’s exercise of the Intellectual Property Rights, in any manner whatsoever.
4. Warranties and Disclaimers
The User warrants and covenants that he / she shall (a) not do any act or deed or thing, nor shall it permit or suffer any act or deed or thing to be done, which may in any way modify, translate, reverse engineer, decompile or disassemble the OLP; (b) use the OLP in compliance with Licensor’s Policies, this EULA and all applicable laws, rules, and regulations; and (c) use the Software only in accordance with the documentation / instructions provided by the Licensor. Further, the User warrants that the use of the OLP will not infringe or misappropriate the intellectual property rights of any third party.
Commentary and other materials included in the OLP are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any User of the OLP, or by anyone who may be informed of any of the OLP.
THE FOREGOING CONSTITUTES THE LICENSOR’S ONLY WARRANTY TO THE USER. THE LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE OLP WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE CONTENTS OF THE OLP DO NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS. TO THE EXTENT PERMITTED BY LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE TO THE EXTENT NOT SPECIFICALLY PROHIBITED UNDER APPLICABLE LAW. THE OLP, ITS COMPONENTS, DOCUMENTATION AND ALL OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS FREE OF VIRUSES, TROJANS OR OTHER MALWARE.
The User shall defend, indemnify and hold the Licensor harmless against any loss or damage (including reasonable attorneys’ fees) incurred in connection with the use of the OLP by the User otherwise than in accordance with the terms contained in this EULA or the Policies.
5.1 Exclusion of Consequential and Related Damages
IN NO EVENT SHALL THE LICENSOR HAVE ANY LIABILITY TO THE USER FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
5.2 The User acknowledges that grant of license of the OLP by the Licensor under this EULA is for a charitable purpose and not for making any profits, and that the Licensor shall not be liable for any damages, of whatever kind, or to indemnify the User, for any loss or claim against the User, arising from or in connection with, or relating to, the OLP or this EULA.
If you have, or we have reasonable grounds to believe that you have, violated any of the terms of this EULA, or our other Policies, or that your use of OLP conflicts or interferes with our reputation, interest or might subject us to unfavourable legal or regulatory action in any way, we may indefinitely suspend or terminate your access to the OLP at any time, and report such action to relevant authorities. We reserve the right to take recourse to all available remedies under applicable law in furtherance of the above.
8. Term and Termination
8.1 This EULA shall remain in force in perpetuity, unless terminated in accordance with this EULA.
8.2 The User acknowledges that grant of license of the OLP by the Licensor under this EULA is for a charitable purpose and not for making any profits, and that the Licensor may, in its sole discretion, terminate this EULA and cease to provide, to the User, any services or access to the OLP, or any portion thereof, without any notice.
8.3 Notwithstanding Clause 8.1 of this EULA, Licensor may terminate this EULA for any reason or no reason at all. Upon termination of this EULA for any reason, User agrees to immediately discontinue all use of the OLP.
8.4 Upon termination of this EULA for any reason, Clause 4 (Warranties and Disclaimers
), Clause 5 (Indemnification
), Clause 8.4 (Term and Termination
) and Clause 9 (General Provisions
) of the EULA shall continue in full force and effect.
9. General Provisions
9.1 Severability and Waiver
If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this EULA, which shall remain in full force and effect.
9.2 Waiver and Cumulative Remedies
No failure or delay on the part of the Licensor in exercising any right under this EULA or any of its other Policies, or availing of any remedy available to the Licensor, shall constitute a waiver of that right or remedy. The User acknowledges that the remedies provided herein are in addition to, and not exclusive of, any other remedies available to the Licensor at law or in equity.
9.3 Governing Law, Dispute Resolution and Contact Information
- The United Nations Convention on Contracts for the International Sale of Goods shall have no application to this EULA and the same is expressly excluded hereby.
- Dispute Resolution
|For Users based in the APAC region outside of India:
||i. Parties shall endeavor to amicably settle and resolve any dispute or difference arising out of or in relation to this EULA, failing which either Party may refer any disputes arising out of or in connection with this EULA in accordance with the rules of the Singapore International Arbitration Centre before a bench consisting of 3 arbitrators who shall be appointed by the Singapore International Arbitration Centre.
ii. The arbitration shall be conducted in English and the venue of arbitration shall be Singapore. The seat of arbitration shall be Singapore. The cost of arbitration, and specifically the fees and expenses of the arbitrator shall be shared equally by the Parties unless the award provides otherwise.
|For Users who have accessed or used the OLP from India
||i. Parties shall endeavor to amicably settle and resolve any dispute or difference arising out of or in relation to this EULA, failing which either Party may refer any disputes arising out of or in connection with this EULA in accordance with the rules of the Singapore International Arbitration Centre before a bench consisting of 3 arbitrators who shall be appointed by the Singapore International Arbitration Centre. The seat of arbitration shall be India.
ii. The arbitration shall be conducted in English and the venue of arbitration shall be Bangalore, India. The cost of arbitration, and specifically the fees and expenses of the arbitrator shall be shared equally by the Parties unless the award provides otherwise.
|For Users who have accessed or used the OLP from any country outside of the APAC region
||i. Parties shall endeavour to amicably settle and resolve any dispute or difference arising out of or in relation to this EULA, failing which such dispute shall be resolved by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The seat of arbitration shall be California. The arbitration shall be conducted in English and the venue of arbitration shall be Palo Alto in California.
ii. Within 15 days after the commencement of arbitration, each Party shall appoint a person to serve as an arbitrator. The Parties shall then appoint the presiding arbitrator within 30 days after selection of the party appointees. If any arbitrators are not selected within these time periods, the International Centre for Dispute Resolution shall, at the written request of any Party, complete the appointments that have not been made.
iii. The award shall be rendered within 2 months of the commencement of the arbitration, unless such time limit is extended by the arbitrator(s).
- Governing Law and Jurisdiction
|For Users who have accessed or used the OLP from any country
||The substantive laws of the State of California and the federal laws of the United States of America shall apply to this EULA and the disputes arising under it, without giving effect to its rules relating to conflict of laws. Subject to Clause 9.3 (ii) above, the courts in California shall have exclusive jurisdiction to try all disputes arising out of this EULA or the User’s access to, or use of, the OLP.
- Notwithstanding the dispute resolution mechanism as set out in this Clause 9.3 (ii) and (iii), the Licensor may seek appropriate ad-interim injunctive relief before the local courts to protect its rights in relation to intellectual property, confidential information and other proprietary rights under the EULA.