Terms & Conditions for using Saathi GEN

 

Last Updated: June 9, 2021

These Saathi Global Education Network Terms of Service (together, “Agreement”) are entered into by Saathi Global Eduservices Private Limited (SGEPL) and the entity or person agreeing to them (“Customer”) and govern Customer’s access to and use of the Services.

This Agreement is effective when the Customer checks the box to accept it (the “Effective Date”). If you are accepting on behalf of the Customer, you represent and warrant that (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and you understand this Agreement; and (iii) you agree, on behalf of the Customer, to this Agreement.

1. Provision of the Services.

1.1 Services Use: During the Term, SGEPL will provide the Services in accordance with the Agreement.

1.2 Admin Console: Customer will have access to the Admin Console, through which Customer may manage its use of the Services.

1.3 Accounts; Verification to Use Services:

a. Accounts: Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. SGEPL has no obligation to provide multiple accounts to Customer.

b. Verification to Use Services: SGEPL can at any point of time verify the data provided by the Customer. If the data provided by the Customer is not verifiable or is found to be false, then SGEPL will have no obligation to provide the Customer with the Services and may delete the Account without notice.

1.4 Incorporated Terms: The “Privacy Policy” incorporated by reference into the Agreement.

1.5 Modifications

a. To the Services: SGEPL may make commercially reasonable changes to the Services from time to time. SGEPL will inform Customer if SGEPL makes a material change to the Services that has a material impact on Customer’s use of the Services.

b. To the Agreement: SGEPL may change the terms of this Agreement from time to time and will post any such changes by updating the “Last Updated” date of this Agreement. Customer’s continued use of the Services will constitute its acceptance of the changes.

2. Customer Obligations.

2.1 Permitted Uses: Use of the Services under this Agreement is permitted only by verified accounts.

2.2 Compliance: Customer will (a) ensure that Customer and its End Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify SGEPL if Customer becomes aware of any unauthorized use of, or access to, the Services, Account, or Customer’s password. SGEPL reserves the right to investigate any potential violation of the Agreement by Customer, which may include reviewing Customer Data.

2.3 Privacy: Customer is responsible for any consents and notices required to permit (a) Customer and End User’s use and receipt of the Services, and (b) SGEPL’s accessing, storing, and processing of data provided by the Customer and the End User (including their Data) under the Agreement.

2.4 Restrictions: Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services; (c) sell, resell, sublicense, transfer, share, store, duplicate or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the Agreement (iii) in violation of the applicable law.

2.5 Administration of Services: Customer may specify through the Admin Console Administrators who will have the right to access Admin Accounts. Customer is responsible for (a) maintaining the confidentiality and security of the End User Accounts and associated passwords and (b) any use of the End User Accounts. Customer agrees that SGEPL’s responsibilities do not extend to the internal management or administration of the Services for Customer or any End Users.

2.6 Abuse Monitoring: Customer has exclusive access to chat rooms in the collaboration space and the Customer shall be solely responsible for reporting abuse, if any, to [email protected]. SGEPL is entitled to take appropriate action on any abuse so reported.

2.7 Requesting Additional End User Accounts During Order Term: Customer may request additional End User Accounts during the term of this Agreement by means of a request via the Admin Console.

3. Suspension.

3.1 Violations: If SGEPL becomes aware that Customer’s or any End User’s use of the Services violates the Agreement, SGEPL will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of SGEPL ‘s request, then SGEPL may Suspend all or part of Customer’s use of the Services until the violation is corrected. Suspension of the Services may include removal or unsharing of content that violates the AUP.

3.2 Other Suspension: Notwithstanding Clause 3.1., SGEPL may immediately Suspend all or part of Customer’s use of the Services (including use of the underlying Account) if (a) SGEPL reasonably believes Customer’s or any End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the SGEPL network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) SGEPL reasonably believes that immediate Suspension is required to comply with any applicable law or regulation; or (d) Customer is in breach of Clause 2.4 (Restrictions). SGEPL will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, SGEPL will notify Customer of the basis for the Suspension as soon as is reasonably possible unless prohibited by applicable law.

4. Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features Within the Services.

4.1 Intellectual Property Rights: Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and SGEPL owns all Intellectual Property Rights in the Services.

4.2 Protection of Customer Data: SGEPL will only access or use Customer Data to provide the Services to Customer or as otherwise instructed by Customer. SGEPL will process Customer Data for Advertising purposes or serve Advertising in the Services. SGEPL has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data.

4.3 Customer Feedback: At its option, Customer may provide feedback or suggestions about the Services to SGEPL (“Feedback”). If Customer provides Feedback, then SGEPL and its Affiliates may use that Feedback without restriction and without obligation to Customer.

4.4 Using Brand Features Within the Services: SGEPL will display within the Services only those Customer Brand Features that Customer authorizes by uploading them into the Services. SGEPL will display those Customer Brand Features within designated areas of the web pages displaying the Services to Customer or its End Users. Customer may specify details of this use in the Admin Console. SGEPL may also display SGEPL Brand Features on such web pages to indicate that the Services are provided by SGEPL.

5. Technical Support Services (“TSS”):

SGEPL will provide TSS to Customer during the Term in accordance via [email protected] The Customer can also visit https://saathigen.com/support to get any assistance via the FAQs, instant chat, or submitting a support ticket.

6. Confidential Information.

6.1 Obligations: The recipient will only use the disclosing party’s Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

6.2 Required Disclosure: Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliates may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

7. Term and Termination.

7.1 Agreement Term: The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated or not renewed as stated in this Clause 7 (Term and Termination).

7.2 Termination for Breach: To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

7.3 Termination for Convenience: Customer may stop using the Services at any time. Subject to Customer fulfilling all its commitments (if applicable) under this Agreement, Customer may also terminate this Agreement for its convenience at any time on prior written notice.

7.4 Termination Due to Applicable Law; Violation of Laws: SGEPL may terminate this Agreement immediately on written notice if SGEPL reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or regulation(s) or (b) Customer has violated or caused SGEPL to violate any Anti-Bribery Laws.

7.5 Effect of Termination: If the Agreement is terminated, then all rights and access to the Services will cease (including access to Customer Data), unless otherwise described in this Agreement.

8. Payment.

8.1 Usage and Invoicing: School will pay all Fees for the Services at the time of registration with Saathi GEN. Further, Saathi GEN will invoice the School all Fees for renewal of the Services upon the expiry of a term that shall be fixed by a separate agreement to be entered with the school.

8.2 Mode of Payment: The mode, manner and method of payment shall be governed by a separate agreement to be entered with the school at the time of registration of the school with the online platform, i.e., Saathi GEN.

9. Publicity.

Customer is permitted to state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. SGEPL may include Customer’s name in a list of SGEPL customers, whether online or in promotional materials. SGEPL may also orally reference Customer as a customer of the Services. Neither party needs permission under this Clause 9 (Publicity) to make a public statement substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Clause 9 (Publicity) with written notice to the other party and a reasonable period to stop the use.

10. Representations and Warranties.

Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.

11. Disclaimer.

Except as expressly provided for in the Agreement, SGEPL does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about content or information accessible through the Services.

12. Limitation of Liability.

12.1 Limitation on Indirect Liability: To the extent permitted by applicable law and subject to Clause 11.2 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

12.2 Unlimited Liabilities: Nothing in the Agreement excludes or limits either party’s Liability for:

a. its fraud or fraudulent misrepresentation;

b. its obligations under Clause 13 (Indemnification);

c. its infringement of the other party’s Intellectual Property Rights;

d. its payment obligations (if any) under the Agreement; or

e. matters for which liability cannot be excluded or limited under applicable law.

13. Indemnification.

If anyone brings a claim (“Third-Party Claim”) against us related to the Customer’s actions, information, or content on SGEPL, or any other use of our Services by the Customer, the Customer will, to the maximum extent permitted by applicable law, indemnify, and hold the SGEPL Parties harmless from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) Customer’s access to or use of our Services, including information and content provided in connection therewith; (b) Customer’s breach of our Terms or applicable law; or (c) any misrepresentation made by the Customer. The Customer will cooperate as fully as required by us in the defense or settlement of any Third-Party Claim. The Customer’s rights with respect to SGEPL are not modified by the foregoing indemnification if the laws of Customer’s country or territory of residence, applicable as a result of Customer’s use of our Services, do not permit it.

14. Miscellaneous.

14.1 Notice: SGEPL will provide notices under the Agreement to Customer by sending an email to the Notification Email Address. Customer will provide notices under the Agreement to SGEPL by sending an email to [email protected]. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

14.2 Emails: The parties may use emails to satisfy written approval and consent requirements under the Agreement.

14.3 Change of Control: If a party experiences a change of Control other than an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.

14.4 Force Majeure: Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

14.5 Subcontracting: SGEPL may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

14.6 No Agency: This Agreement does not create any agency, partnership, or joint venture between the parties.

14.7 No Waiver: Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

14.8 Severability: If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

14.9 No Third-Party Beneficiaries: This Agreement does not confer any benefits on any third party unless it expressly states that it does. For clarity, SGEPL Affiliates are third party beneficiaries of Clauses 4.3 (Customer Feedback), 6 (Confidential Information), and, where they provide the Services, 13 (Indemnification).

14.10 Equitable Relief: Nothing in this Agreement will limit either party’s ability to seek equitable relief.

14.11 Governing Law: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY INDIAN LAW, AND WILL BE LITIGATED EXCLUSIVELY IN THE COURTS OF HAVING JURISDICTION IN NAGPUR, MAHARASHTRA, INDIA.

14.12 Amendments: Except as stated in Clause 1.5(b) (Modifications: To the Agreement), any amendment to this Agreement after the Effective Date must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

14.13 Survival: The following Sections will survive expiration or termination of this Agreement: Clause 4 (Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features within the Services), Clause 6 (Confidential Information), Clause 7.5 (Effect of Termination), Clause 11 (Disclaimer), Clause 12 (Limitation of Liability), Clause13 (Indemnification), and Clause 14 (Miscellaneous).

14.14 Entire Agreement: This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.

14.15 Headers: Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.

14.16 Conflicting Languages: If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.

14.17. Definitions:

“Account” means Customer’s SGEPL account credentials and correlating access to the Services under this Agreement.

“Admin Account” means a type of End User Account that Customer may use to administer the Services.

“Admin Console” means the online console(s) and tool(s) provided by SGEPL to Customer for administering the Services.

“Administrators” mean the Customer-designated personnel who administer the Services to End Users on Customer’s behalf, and have the ability to access Customer Data and End User Accounts. Such access includes the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts.

“Advertising” means promotion of third parties by SGEPL to End Users.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, including the Prevention of Corruption Act, 1988.

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.

“Control” means control of greater than 50 percent of the voting rights or equity interests of a party.

“Customer Data” means data submitted, stored, sent or received via the Services by Customer or its End Users.

“End Users” means the students of the Customer’s associated school, aged between (and including) 13 to 18 years, who are permitted by Customer to use the Services and managed by an Administrator. For clarity, End Users may include employees of Customer Affiliates and other third parties.

“End User Account” means a SGEPL-hosted account established by Customer through the Services in order for an End User to use the Services.

“High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).

“including” means including but not limited to.

“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.

“Intellectual Property Rights” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

“Notification Email Address” means the email address(es) designated by Customer in the Admin Console.

“Services” means the online platform Saathi GEN and all the features associated and/or arising out of the platform, including, but not limited to, creating and viewing school profiles, viewing school admin information, communicating and collaborating with other schools and school officials, and participating in and creating projects with End Users for common interests.

“Services Start Date” means the date SGEPL makes the Services available to Customer.

“Suspend” or “Suspension” means disabling access to or use of the Services or components of the Services.

“Taxes” means all government-imposed taxes, except for taxes based on SGEPL’s net income, net worth, asset value, property value, or employment.

“Term” has the meaning stated in Clause 7 (Term and Termination) of this Agreement.

“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

15. Region-Specific Terms.

Customer agrees to the following modifications to the Agreement if Customer’s address is in the applicable region as described below:

 

NA – United States and LATAM – All regions, excluding Brazil

A new Section 2.8 is added:

2.8 COPPA and Parental Consent. If Customer allows End Users under the age of 13 to use the Services, Customer consents as required under the Children’s Online Privacy Protection Act (“COPPA”) to the collection and use of personal information in the Services, described in the SGEPL Privacy Policy, from such End Users (to the extent COPPA is applicable in Customer’s jurisdiction). Customer will obtain parental consent for the collection and use of personal information before allowing any End Users under the age of 18 to access or use the Services.

A new Section 6.3 is added:

6.3 FERPA. The parties acknowledge that (a) Customer Data may include personally identifiable information from education records that are subject to FERPA (“FERPA Records”) and (b) to the extent that Customer Data includes FERPA Records, SGEPL will be considered a “School Official” (as that term is used in FERPA and its implementing regulations) and will comply with FERPA. “FERPA” means the Family Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act Regulations (34 CFR Part 99), as amended or otherwise modified from time to time.

Section 14.17 (Definitions) is changed to Section 14.18 (Definitions).

A new Section 14.17 is added:

14.17 Services Development. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

 

EMEA – European Economic Area, the United Kingdom, and Switzerland

Section 14.17 (Definitions) is changed to Section 14.18 (Definitions).

A new Section 14.17 is added:

14.17 EECC Waiver.

(a) For the purposes of this Section 14.17 (EECC Waiver), the terms “microenterprise”, “small enterprise” and “not-for-profit” will have the meanings in the EECC. “EECC” means the European Electronic Communications Code (as established by Directive (EU) 2018/1972 of the European Parliament and of the Council of 11 December 2018).

(b) The parties acknowledge that under the EECC: (i) certain rights extend to microenterprises, small enterprises and not for profits and (ii) customers falling within the categories referred to in (i) can explicitly agree to waive certain rights.

(c) If Customer is a microenterprise, small enterprise or not for profit, Customer agrees to waive any rights it may have under:

(i) Article 102(1) EECC, which allows Customer to receive certain pre-contractual information;

(ii) Article 102(3) EECC, which allows Customer to receive a contract summary;

(iii) Article 105(1) EECC, which limits the maximum contract duration to 24 months for certain services; and

(iv) Article 107(1) EECC, which extends other rights in the EECC (including Articles 102(3) and 105(1) as described above) to all services provided under the same SGEPL Workspace agreement.