1. Definitions

1.1 Agreement means this software use agreement;

1.2 Applicable Law means any statute, law, bye-law, enactment, regulation, ordinance, policy, treaty, rule, notification, direction, directive, guideline, requirement, licence, rule of common law, order, decree, judgment, or any restriction or condition, or any similar form of decision of, or determination application or execution by, or interpretation or pronouncement having the force of law of, any governmental authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter, in any jurisdiction or political sub-division, and includes any practice or custom under any applicable law;

1.3 Confidential Information has the meaning given to it in Clause 5;

1.4 Content has the meaning given to it in Clause 6.1;

1.5 Intellectual Property Rights means, on a world-wide basis, any and all now known and hereafter known, current and future, tangible and intangible, whether or not registered

(a) rights associated with works of authorship including, without limitation, copyrights and moral rights, software,

(b) rights associated with trade, service and other marks including any name, logo, trade name or any other mark,

(c) trade secret rights, rights associated with inventions, discoveries, technical and commercial know-how,

(d) patents, designs, algorithms and other industrial property rights,

(e) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise,

(f) all registrations, initial applications, renewals, extensions, continuations (including continuations-in-part), re-examinations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), and

(g) rights to enforce any of the foregoing;

1.6 Person means any person (including a natural person), firm, company, corporation, governmental authority or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; and

1.6 Software means the software application developed, owned and controlled by the Company for capturing, securing and managing multimedia, audio, video, notes and e-books in a user friendly manner and which provides a range of useful tools and applications that makes the learning experience more engaging and interactive for you and also provides the facility for seamless, secure and targeted distribution of all types of content to you.

2. RIGHT TO USE THE SOFTWARE

2.1 Subject to the terms and conditions of this Agreement, the Company hereby grants to you a non-exclusive, revocable and non-transferable right to install and use the Software for your personal, non-commercial, institutional use, and not for re-sale or re-distribution.

2.2 Save to the extent expressly permitted by this Agreement or required by Applicable Law, the right granted under this Clause 2 shall be subject to the following restrictions. You shall not:

(a) reverse engineer, decompile, translate, or disassemble the Software or attempt to discover the source code;

(b) copy, modify, or create derivative works based upon, the Software in whole or in part without the express written consent of the Company;

(c) distribute copies of the Software to others;

(d) remove, alter or obscure any proprietary notices or labels on the Software;

(e) use any Confidential Information to create any software or documentation that is similar to any Software or Software-related documentation;

(f) resell, lease, rent, transfer, or otherwise transfer rights to the Software to any other person or entity;

(g) use the Software to develop any product having the same primary function as the Software;

(h) solicit login information or access an account belonging to someone else;

(i) do anything that could disable, overburden, or impair the proper working of the Software application, such as a denial of service attack or interference with page rendering or any other functionality;

(j) violate any Applicable Laws, rules and regulations in connection with your access to or use of, the Software; and

(k) permit any third party to engage in any of the foregoing acts.

3. PROPRIETARY RIGHTS

You recognize that the Software is a proprietary product of the Company and is a confidential trade secret of great value. You agree not to provide or to otherwise make available in any form the Software, or any portion thereof, to any Person. You further agree to use the Software with at least the same degree of care with which you would use your own confidential information and in no event with less than such degree of care as is reasonably required to protect the confidentiality of the Software. You shall not attempt to remove any patent, copyright or trademark or other intellectual property notices that may appear on any part of the Software, including on any documentation (physical or electronic) in relation to the Software. You further agree that the entire Software’s source code is the exclusive property of the Company and at any point in time, you will not claim and/or attempt to access, obtain and/or receive, in whole or in part, the Software source code.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 This Agreement provides you the right to access and use the Software subject to the terms and conditions stated herein, and is not an agreement for sale. You acknowledge that the Company is the owner of all Intellectual Property Rights associated with the Software and, except as set forth in this Agreement, the Company does not grant any rights to or ownership of the Software to you. You further acknowledge that the Company retains all rights, title and interests in the Software and in all upgrades and/or updates to the Software including all rights to patent, copyright and trade secret. You further agree to take all reasonable steps to ensure that unauthorized Persons will not have access to any part of the Software and that you will refrain from any disclosure, duplication or reproduction of the Software.

4.2 This Software and the documentation accompanying the Software are protected by copyright. Copying the Software and/or documentation is specifically illegal and you may be held legally liable for any copyright infringement which is caused or encouraged by your failure to abide by the terms of this Agreement.

4.3 You agree to not challenge, directly or indirectly, any right or interest of the Company in the Software as also the validity or enforceability of the Company’s rights under Applicable Law. You agree to not directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Software or to take any other action which may adversely affect the Company’s rights or interest in the Software in any jurisdiction.

4.4 You agree to notify the Company immediately and in writing of all circumstances, of which you are or become aware, surrounding the unauthorized access to or use of the Software by any Person. You agree to cooperate fully with the Company, at the Company’s expense, in any litigation relating to or arising from such unauthorized access or use. You shall use all security measures to ensure that access to the Software and copies thereto is restricted only to the Persons authorized to use such Software and copies thereto under this Agreement.

5. CONFIDENTIAL INFORMATION

You shall not disclose any confidential information including, but not limited to, trade secrets, technical processes, codes, inventions, discoveries, improvements, patents, copyright material, designs, techniques, computer programs, technical and commercial knowhow, documentation or technical information (including drawings, material specifications, process sheets, patterns, inspection procedures etc.) relating to the Software and any confidential and proprietary information delivered under this Agreement relating to the Software, the Company, its employees, officers, agents and representatives (“Confidential Information”) to any third party, except for information which:

(a) was known to the recipient at the time of disclosure;

(b) is or becomes publicly available without any fault on your part; or

(c) is lawfully obtained by the recipient from a third party without confidentiality restriction. You acknowledge that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, the Company shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have under Applicable Law.

6. CONTENT COPYRIGHT

6.1 Any content (text, audio, video, documents and other material) created and uploaded through the Software by you (“Content”) shall only be for the purpose of education and for no other use. By creating and uploading the Content through the Software, you hereby provide a right to the Company to use such Content for the Company’s business purposes.

6.2 You agree that viewing of videos through the Software/ hardware platform shall be done by you only by streaming such videos, unless a download facility is provided by the Software application. Any use of a third party downloading application to download the Content, or playback of videos on a player other than through the Software application is not permitted and, if done, shall be considered a violation of this Agreement.

6.3 You shall ensure that the videoss are used only for the purpose of education and not for any commercial or non-commercial purposes.

6.4 You agree to not upload, transmit, submit, or otherwise post (collectively, “submit”) any Content that:

(a) infringes any third party’s copyrights or other Intellectual Property Rights or any other right;

(b) contains sexually explicit content or pornography;

(c) depicts unlawful acts or extreme violence;

(d) depicts animal cruelty or extreme violence towards animals;

(e) posts, uses or transmits software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware (including the Software);

(f) removes, circumvents, disables, damages or otherwise interferes with any security- related features of the Software;

(g) attempts to gain unauthorized access to the Software through hacking, password mining or any other means;

(h) is unsolicited or unauthorized, including advertising or promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or an other form of unsolicited or unwelcome solicitation or advertising;

(i) includes information that you do not have the right to disclose or make available under any Applicable Law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learnt or disclosed as part of employment relationships or under non-disclosure agreements);

(j) is harmful, hateful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false and misleading, incites an illegal act, exploits minors, or is otherwise in breach of your obligations to any person or contrary to any Applicable Laws and regulations;

(k) encourages conduct that would constitute a criminal offense or give rise to civil liability;

(l) interferes with any other party’s use and enjoyment of the Software; and/or

(m) violates any Applicable Law.

In the event you submit any Content which violates or attempts to violate any of the foregoing Content restrictions, and if such Content is subsequently noticed by or brought to the notice of the Company, the Company reserves the right to remove such Content immediately without any prior notice to you.

6.5 You are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on the Content, unless it is expressly permitted by the Company in writing.

6.6 The Company’s Software platform may be used to upload or add links to third party content that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any such third party content. You shall be responsible for evaluating whether you want to access such third party content.

6.7 You represent that neither the Content, nor any part thereof, nor any materials contained therein or synchronized therewith, nor the title thereof, nor the exercise of any rights, licence or privilege granted to the Company hereunder, violates or will violate, or infringes or will infringe, any trademark, trade name, service mark, patent, copyright (whether common law or statutory), or, the literary, dramatic, musical, artistic, personal, private, civil, moral or property right or rights of privacy, publicity or any other right of any person or entity whatsoever, or unfairly competes with or slanders or libels (or constitutes as a trade disparagement of) any person or entity whatsoever.

7. DATA USAGE POLICY

7.1 The Company shall collect different kinds of information depending on the usage of videos and different features offered by the Company. This information shall be used internally and collectively by the Company to understand the usage/ consumption patterns of the users of the Software and to create usage reports for the Software, which would enable the Company to improve the Software. Further, the Company may share the collected information with its business partners for its business purposes. The Company may use the information for offering its products and services that may be of interest to its potential customers.

7.1 The Company may disclose the information if it is required to do so:

(a) by law;

(b) to enforce this Agreement;

(c) to protect your rights, privacy, safety or property or those of the Company or any other licensee or user of the Software; and

(d) to permit the Company to pursue available remedies or limit the damages that the Company may sustain.

8. DISCLAIMER OF WARRANTY

Unless otherwise expressly provided in writing by the Company, the Company makes no warranty that

(a) the Software will be uninterrupted, timely, secure, or error-free,

(b) the results that may be obtained from use of the Software will be accurate or reliable, and

(c) any errors in the Software will be corrected. The Company hereby disclaims all implied warranties, representations and conditions, of merchantability, of fitness for a particular purpose, of title, correspondence to description or non-infringement, integration, quiet enjoyment, and all warranties arising from any course of dealing, course of performance or usage of trade.

9. LIMITATION OF LIABILITY

9.1 You agree that the Software will be accessed and used solely at your own risk. In no event shall the Company or any of its affiliates, directors, officers, employees, agents, representatives be liable to you or any third party for any loss of profits, loss of revenue, loss of goodwill, work stoppage, business interruptions, computer failure, loss of confidential or other information, damage, corruption or destruction of data, inaccuracy of data, damaged data, loss of privacy, personal injury, or any direct, indirect, incidental, consequential, special, exemplary, or punitive damages (even if advised of the possibility of such damages) under any breach of contract, tort, misrepresentation, negligence, strict liability or other theory arising out of or relating in any way to the use of or inability to use the Software or any force majeure event or the provision of or failure to provide support or other services, information, or any other subject matter of this Agreement.

9.2 The Company’s total liability to you for actual damages for any cause whatsoever will be limited to the purchase price of the Software, excluding any applicable tax.

10. INDEMNITY

You agree to indemnify, defend, and hold harmless the Company, its officers, employees, directors, agents and representatives against any loss, damage, expense, or cost, (including reasonable attorneys’ fees, claim, demand, proceeding or lawsuit) suffered or incurred by the Company, which arises out of or results from or may be payable by virtue of

(a) unauthorized use or misuse of the Software by you;

(b) breach by you of the terms and conditions of this Agreement; or

(c) violation of another party’s rights or violation of any Applicable Law resulting from your access and/or use of the Software.

11. COMMENCEMENT AND TERMINATION

This Agreement shall commence upon you accepting this Agreement by clicking the “Accept” button. In the event of your failure to comply with and/or breach of any of the terms and conditions of this Agreement (whether upon receipt of a written intimation from the Company in this regard or not),

(a) you agree to cease access and use of the Software and uninstall the Software immediately, and

(b) the Company may choose to terminate this Agreement and/or choose to avail of any or all other remedies available to the Company under this Agreement or Applicable Law or in equity. All the information related to the Software, Software related documentation and any other Confidential Information will continue to remain confidential and proprietary information of the Company.

12. AUDIT

You agree that the Company may audit the use of the Software by you for compliance with the terms of this Agreement at any time. In the event that such audit reveals that any use of the Software by you has been or is other than in full compliance with the terms of this Agreement, you shall be deemed to be in breach of the terms and conditions of this Agreement. You agree that the findings of such audit shall be final and binding on you.

13. NOTICE TO YOUR EMPLOYEES, AGENTS, REPRESENTATIVES

You will inform your employees, agents, representatives (if any) and other Persons using the Software that the use of the Software is subject to the restrictions and the terms and conditions contained in this Agreement.

14. MISCELLANEOUS

14.1 You agree that this is the entire agreement between you and the Company, which supersedes any prior agreement, whether written or oral, and all other communications between the Company and you relating to the subject matter of this Agreement. Any failure by the Company to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.2 This Agreement will be binding upon and will inure to the benefit of you and the Company and the respective heirs, representatives, successors and assigns (as applicable) except as otherwise provided herein.

14.3 This Agreement will be governed by the laws of India

14.4 This Agreement is subject to all laws and regulations, now or hereafter in effect in the territory of India. This Agreement shall not be deemed to require any performance on the part of either you or the Company which cannot lawfully be done pursuant to the laws, regulations and administrative acts referred to above.

14.5 This Agreement and the rights and obligations hereunder are personal to you, and shall not be assigned or otherwise transferred, in whole or in part, without the Company’s prior written consent. Any attempt to do otherwise shall be void and of no effect. The Company shall have the right to assign this Agreement to any third party without your consent.

14.6 All rights not expressly granted in this Agreement are reserved by the Company.

14.7 Unless specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. You agree that, in the event of any breach or threatened breach of this Agreement, the Company will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, the Company shall be entitled to injunctive reliefs (whether temporary or permanent) from a court of competent jurisdiction and other equitable remedies to prevent or restrain such breach or threatened breach.

14.8 You acknowledge that

(a) you have read and understood the terms and conditions of this Agreement,

(b) this Agreement has the same force and effect as a signed agreement,

(a) the Company requires identification of the user before permitting access to and use of the Software, and (d) permission to access and use the Software to you does not constitute general publication of the Software or any other Confidential Information.