These terms and conditions of use (“Terms of Use“) of the Website (as defined below) between Nmediasoft (“Company” or “Nmediasoft“ or “Nmedia software services“) and the users/registrants of the Website(“You” or “Your” or “Yourself” or”User”)describe the terms on which the Company offers You access to the Website and the Services (as defined below) through the Website.

Note: All defined words in the Terms and Conditions for Client and Terms and Conditions for Providers and/or Additional Terms would continue to have the same meaning in this Terms of Use.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING OR REGISTERING ON THE WEBSITE OR ACCESSING ANY MATERIAL, INFORMATION OR SERVICES THROUGH THE WEBSITE. YOUR USE OF THE WEBSITE OR THE SERVICES PROVIDED BY THE WEBSITE SHALL SIGNIFY YOUR ACCEPTANCE OF THE TERMS OF USE AND YOUR AGREEMENT TO BE LEGALLY BOUND BY THE SAME.

1. GENERAL

The website www.nmediasoft.com along with the ‘GurukulEdu’ mobile applications (“Website“) is an internet based portal owned and operated by Private Limited (“Company” or “Nmedia software services“), a company incorporated under the Companies Act, 1956 with its registered office at at B 602,Shilp Serenity, behind Swagat Flamingo, Sargasan, Gandhinagar, Gujarat, India, 382421 . The Company is engaged in the business of developing, marketing and operating a cloud-based platform for educational institutions including schools, colleges, tuition centers etc. (“Institutions”) that provides the Institutions with software solutions.

The access to the Website and the Services are offered to You conditioned on acceptance of all the terms, conditions and notices contained in these Terms of Use, along with the Privacy Policy, Copyright Policy, Disclaimer and applicable terms and conditions such as Terms and Conditions as displayed on the Website (“Additional Terms“) and any amendments made to it by the Company at its sole discretion and posted on the Website. Accessing the Website through any medium, including but not limited to accessing the website through mobile phones, smartphones, and tablets, are also subjected to these Terms of Use and Additional Terms.At the time of Registration, You will be required to comply with the Terms and Conditions.

The Company shall not be required to notify You, whether as a user or not, of any changes made to the Terms of Use and/or Additional Terms. The revised Terms of Use and/or Additional Terms shall be made available on the Website. Your use of the Website and the Services is subject to the most current version of the Terms of Use and/or Additional Terms made available on the Website at the time of such use. You are requested to regularly visit the home page of Website to view the most current Terms of Use and/or Additional Terms. You can determine when the Company last modified the Terms of Use and/or Additional Terms by referring to the “Last Updated” section of the document. It shall be Your responsibility to check these Terms of Use and/or Additional Terms periodically for changes. Your continued use of the Website, following changes to the Terms of Use and/or Additional Terms, will constitute Your acceptance of those changes.

By (i) using this Website or any facility or Service provided by this Website in any way; or (ii) merely browsing the Website, You agree that You have read, understood and agreed to be bound by these Terms of Use and/or Additional Terms as applicable and available on the Website. If You do does not so agree to the foregoing,You are prohibited from accessing or using the Website. If You do does not agree to any of the provisions set forth in the Terms of Use and/or Additional Terms, kindly discontinue viewing or participating in this Website immediately.

2. ELIGIBILITY OF USE

The Website and/or its services are not available to minors under the age of eighteen (18) or to any users suspended or removed from the “Nmedia software services“ by the Company for any reason whatsoever. If You do not conform to the above qualification, You shall not avail the services or use the Website.

On using the Website, You represent that You are of legal age to form a binding contract and are not a person barred under the laws as applicable in India and/or by the Company. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents, of unsound mind are not eligible to use the Website. Notwithstanding the foregoing, if You are below the age of eighteen (18) years, You may browse the Website or avail the services through Your legal guardian in accordance with the applicable laws.

You need not register with “Nmedia software services“  to simply visit and view the Website, but to access and avail the services provided by “Nmedia software services“, You will need to register and create a password-protected account (“Account“).

The Company reserves the right to refuse access to use the Website to users or to terminate access granted to existing users at any time without according to any reasons for doing so.

3. USE OF WEBSITE AND USER OBLIGATIONS

Subject to compliance with the Terms of Use and/orAdditional Terms, the Company grants You a non-exclusive, limited license to access and use this Website. This license does not include amongst others any downloading or copying of any Information for the benefit of another user or any third party. You may not bypass any measures used by the Company to prevent or restrict access to the Website. Any unauthorized use by You shall terminate the permission or license granted to You by the Website.

You agree to use the Website and the Services offered on the Website only for purposes that are permitted by (a) the Terms of Use and/orAdditional Terms; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

You acknowledge and agree that by accessing or using the Website, You may be exposed to content from other users that You may consider offensive, indecent or otherwise objectionable. The Company can not control the information provided by users which are made available on the Website. The Company disclaims all liabilities arising in relation to such offensive content on the Website. Further, You may report such offensive content to the Grievance Officer.

If Website allows You to post, upload, project any material on the Website, You hereby undertake to ensure that such material is not offensive and in accordance with applicable laws. Further, You undertake not to:

• Defame, abuse, harass, threaten or otherwise violate the legal rights of others.
• Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with person or entity.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, libelous, slanderous, infringing, obscene, indecent or unlawful topic, name, material or information through any bookmark, tag or keyword.
• Upload files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents or involve the sale of counterfeit or stolen items.
• Upload or distribute files that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Website or any computer resource; or contains any Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate Website or any system, data or personal information.
• Engage in any activity that interferes with or disrupts access to the Website or the Services (or the servers and networks which are connected to the Website).
• Attempt to gain unauthorized access to any portion or feature of the Website, any other systems or networks connected to the Website, to any “Nmedia software services“ server, or to any of the Services offered on or through the Website, by hacking, password mining or any other illegitimate means.
• Probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to the Website, or any other customer of “Nmedia software services“, including any  “Nmedia software services“ Account not owned by You, to its source, or exploit the Website or Service or information made available or offered by or through the Website, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Website.
• Disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, accounts, passwords, servers or networks connected to or accessible through the Websites or any affiliated or linked sites.
• Collect or store data about other Users in connection with the prohibited conduct and activities set forth in this Section.
• Host, display, upload, modify, publish, transmit, update or share any information or share/list(s) any information or item that belongs to another person and to which You do not have any right.
• Host, display, upload, modify, publish, transmit, update or share any information or share/list(s) any information or item that is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986.
• Host, display, upload, modify, publish, transmit, update or share any information or share/list(s) any information or item that harm minors in any way.
• Host, display, upload, modify, publish, transmit, update or share any information or share/list(s) any information or item that 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 any other nation.
• Host, display, upload, modify, publish, transmit, update or share any information or share/list(s) any information or item that deceives or misleads the addressee/ Users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature.
• Use the Website or any material or Content for any purpose that is unlawful or prohibited by these Terms of Use and/or Additional Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of  “Nmedia software services“ or other third parties.
• Conduct or forward pyramid schemes, junk emails, chain letters, or unsolicited mass mailing or spamming.
• Download any file posted by another User of a Service that You know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service.
• Violate any applicable laws or regulations for the time being in force within or outside India.
• Violate the Terms of Use including but not limited to any applicable Additional Terms of the Website; and.
• Reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Website.

You agree that You are solely responsible to the Company for any breach of Your obligations under the Terms of Use and/orAdditional Terms and for the consequences (including any loss or damage which the Company or its affiliates or its Users or any third party may suffer) of any such breach.

You agree that the Company may, at any time, modify or discontinue all or part of the Website, charge, modify or waive fees required to use the Website if any or offer opportunities to some or all Website users.

“Your Information” is defined as any information You provide to the Company or other users of the Website duringYour access or use of the Website. You are solely responsible for Your Information, and the Company acts only as a passive conduit for the online distribution and publication of Your Information.

The Company shall have the right to use Your Information as provided by You and such usage of Your Information by the Company does not amount to a violation of any rights You might have in Your Information. You agree to grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) that You may have in Your Information, in any media now known or not currently known, with respect to Your Information. The Company will only use Your Information in accordance with the Terms of Use and/orAdditional Terms.

In the event that any content, information and/or transaction on the Website which is in violation of this Terms of Use and/or Additional Terms and/or applicable law comes to Your knowledge, You shall take all steps to inform the Grievance Officer.

The Company is not responsible for any non-performance or breach of any contract entered into between users. The Company can not and does not guarantee, warrant, assure or ensure that the users will perform, undertake, consume or conclude any transaction concluded on the Website. The Company shall not and is not required to mediate or resolve any dispute or disagreement between users.

You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000 and rules made there under as applicable and as amended from time to time and also all applicable domestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in Force) and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to Sales Tax/ VAT, Income Tax, Octroi, Service Tax, Central Excise, Custom Duty, Local Levies) regarding Your use of the Website and Services. You shall not engage in any transaction, which is prohibited by the provisions of any applicable law.

You shall not, either alone or in conjunction with other Users, manipulate or attempt to manipulate the prices of any services being provided through the Website by the Providers.

You hereby acknowledge and agree that the Company shall not be liable for submitted content or the defamatory, offensive, or illegal conduct of any User or third party and that the risk of harm or damage from the same rests entirely with You.

4. INTELLECTUAL PROPERTYRIGHTS

“Nmedia software services“ trademarks, logos, images, service marks, trade names (collectively the “Trademarks”) and other distinctive branding features displayed on the Website or on content available through the Website are registered and unregistered Trademarks of the Company and shall not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Company that appears on the Website or on or through the Website’s Services, if any, are the property of their respective owners. Your misuse of the Trademarks displayed on the Website or on or through any of the Website’s Services is strictly prohibited.

Unless otherwise indicated or anything contained to the contrary or any proprietary material owned by a third party and so expressly mentioned, the Company owns, solely and exclusively, all intellectual property rights in and to the trademark “Nmedia software services“ and the Website, including, without limitation, any and all rights, title and interest in and to copyright, related rights, patents, utility models, designs, know-how, trade secrets and inventions (patent pending), goodwill, source code, meta tags, databases, text, content, graphics, icons, and hyperlinks ( “Content“). Your use of the Website does not grant to your ownership of any content, code, data or materials You may access on or through the Website.

Any commercial or promotional distribution, publishing or exploitation of the Website, or any content, code, data or materials on the Website, is strictly prohibited unless You have received the express prior written permission from authorized personnel of the Company or the otherwise applicable rights holder. Other than as expressly allowed herein, You shall not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Website. You further agree that You shall not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Website, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that You do not acquire any ownership rights by downloading any copyrighted material from or through the Website. If You make other use of the Website, or the content, code, data or materials thereon or available through the Website, except as otherwise provided above, You may violate copyright and other laws of India, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

Any rights not expressly granted herein, are reserved to “Nmedia software services“. You agree to abide by all copyright notices, information, or restrictions contained in any part of the Website. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Website.

5. THIRD PARTY CONTENT

The Website makes available general third party information such as advertisements including videos, images and photographs of the products and other data from external sources (“Third Party Content“). Similar Third Party Content would also be available to You on the email received by You from “Nmedia software services“. The provision of Third Party Content is for general informational purposes only. You acknowledge that the Third Party Content provided to You is obtained from sources believed to be reliable. The Company does not provide any guarantee with respect to any of the Third Party Content and the Company shall not be held liable for any loss suffered by You based on Your reliance on or use of such data.

6. WARRANTY AND LIABILITY

The Website, Services, and other materials are provided by the Company on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, the Company makes no warranty that (i) the Website or the Services will meet Your requirements or Your use of the Website or the Services will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the Website, Services or materials will be effective, accurate or reliable; (iii) the quality of the Website, Services or other materials will meet your expectations; or that (iv) any errors or defects in the Website, Services or other materials will be corrected. No advice or information, whether oral or written, obtained by You from the Company or through or from use of the Website shall create any warranty not expressly stated in the Terms of Use and/or Additional Terms.

To the maximum extent permitted by applicable law, the Company will have no liability related to User content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. The Company also disclaims all liability with respect to the misuse, loss, modification or unavailability of any User content.

The Company has endeavored to ensure that all the information on the Website is correct, but the Company neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. Further, the Company shall not be held responsible for non-availability of the Website during periodic maintenance operations or any unplanned suspension of access to the Website that may occur due to technical reasons or for any reason beyond the Company’s control. The user understands and agrees that any material or data downloaded or otherwise obtained through the Website is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material or data. The Company accepts no liability for any errors or omissions, with respect to any information provided to You whether on behalf of itself or third parties.

The Company shall is not liable for any third party product or services. The advertisement available on e-mail or Website with respect to the third party website or the products and services are for information purpose only.

7. INDEMNITY

You agree to indemnify, defend and hold harmless the Company, its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Company that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by You pursuant to these Terms of Use and/or Additional Terms. Further, You agree to hold the Company harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Website or any claim that You caused damage to a third party, Your violation of the Terms of Use and/or Additional Terms, or Your violation of any rights of another, including any intellectual property rights. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.

8. LIMITATION OF LIABILITY

In no event shall the Company, respective officers, managers, directors, employees, members, successors, assigns, subsidiaries, affiliates be liable to You for any direct, indirect, incidental, special, punitive, consequential or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage) whatsoever, resulting from:

• any access to or use of the Website.
• b) Errors, mistakes or inaccuracies of data, marks, content, information, materials or substance of the Website or submitted content.
• c) Any unauthorized access to or use of the secure servers and/or any and all personal information and/or financial information stored therein.
• d) Any viruses which may be transmitted through the Website by any third party.
• e) Any interruption or cessation of transmission to or from the Website.
• f) Any errors or omissions in any data, content, information, materials or substance of the Website or submitted content.
• g) Any disputes that may arise between the Users on the Website.
• h) Any defamatory, offensive or illegal conduct of any User.
• i) Any use of any data, marks, content information, materials or substance of the Website or submitted content posted, emailed, transmitted or otherwise made available on or through the Website.
• Notwithstanding anything to contrary, the Company’s entire liability to You under this Terms of Use or otherwise shall be to the extent as described in the Terms and Conditions.
• The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.

9. VIOLATION OF THE TERMS OF USE

The Company may at any time at its sole discretion refuse access, restrict, suspended or terminate any user and block such user from visiting the Website. A user that has been suspended or blocked may not register or attempt to register with “Nmedia software services“ or use the Website in any manner whatsoever until such time that such user is reinstated by the Company. Notwithstanding the foregoing, if You breach the Terms of Use and/or Additional Terms, the Company reserves the right to recover any amounts due and owing by You to the Company and to take strict legal action including but not limited to a referral to the appropriate police or other authorities for initiating criminal or other proceedings against You or obtaining any injunctive or equitable relief that the Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies the Company may have against You in law or in equity.

10. LINKING TO THIRD PARTY WEB SITES

You may be able to link from the Website to third party websites and third party websites may link to the Website (“Linked Sites“). You acknowledge and agree that the Company has no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of the Company.

Links to Linked Sites do not constitute an endorsement or sponsorship by the Company of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites.

10.3 You are not permitted to link directly to any image hosted on the Website or the Company’s Services, such as using a “in-line” linking method to cause the image hosted by the Company to be displayed on another website.

10.4 You agree not to download or use images hosted on this Website or Linked Sites, for any purpose, including, without limitation, posting such images on another site.

10.5 The Company reserves all of “Nmedia software services“rights under the law to insist that any link to the Website be discontinued, and to revoke Your right to link to the Website from any other website at any time upon written notice to You.

11. PRIVACY POLICY

The User hereby consents, expresses and agrees that he has read and fully understands the Privacy Policy of “Nmedia software services“ in respect of the Website. You further consent that the terms and contents of such Privacy Policy are acceptable to you.

12. DISPUTE RESOLUTION

The governing law of the Terms of Use and other Additional Documents shall be Indian law.

13. NOTICE

All notices of the Company will be served by email or by general notification on the Website. Any notice provided to the Company pursuant to the Terms of Use and/or Additional Documents for inter alia feedback purposes should be sent to info@nmediasoft.com or the Corporate Office address of the Company.

14. ASSIGNMENT

14.1 You cannot assign or otherwise transfer the Terms of Use and/or Additional Terms, or any rights granted hereunder to any third party. The Company’s rights under the Terms of Use and/or Additional Terms are freely transferable by the Company to any third parties without the requirement of seeking Your consent.

15. SEVERABILITY

15.1 If, for any reason, a court of competent jurisdiction finds any provision of the Term of Use and/or Additional Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use and/or Additional Terms shall continue in full force and effect.

16. WAIVER

16.1 Any failure by the Company to enforce or exercise any provision of the Terms of Use and/or Additional Terms, or any related right, shall not constitute a waiver by the Company of that provision or right.

17. COMMUNICATION

17.1 When You visit the Website or send e-mails to the Company or give Your feedback, You are communicating with the Company electronically. You consent to receive communications from the Company electronically. The Company will communicate with You by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that the Company provides to You electronically satisfy any legal requirement that such communications be in writing.

18. FORCE MAJEURE

18.1 The Company shall have no liability to you for any interruption or delay in access to the Website irrespective of the cause.

19. GRIEVANCE REDRESSAL

In accordance with Information Technology Act, 2000 and rules made there under, the name and contact details of the Grievance Officer is published herewith

Mr./Ms. ______________

Address_______________

Email: _______________________

Phone: ______________________

In case You have any concern/grievance with respect to the contents on the Website and/or if there has been violation of this Terms of Use and/or the Privacy Policy, You may contact the Grievance Officer vide a written complaint to be sent via email.

This Terms of Use is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder. Further, this electronic record is generated by a computer system and does not require any physical or digital signatures. This electronic record is published in accordance with the relevant provisions of the Information Technology Act, 2000 and rules made thereunder.

Terms and Conditions

1. BACKGROUND

Nmedia Software Services incorporated under the MSME (UDYAM-GJ-09-0042858), having its principal office at B 602,Shilp Serenity, behind Swagat Flamingo, Sargasan, Gandhinagar, Gujarat, India, 382421 (“Provider” or “Licensor“). The Licensors engaged in the business of developing, marketing and operating a cloud-based platform for educational institutions including schools, colleges, tuition centers etc. (“Institutions“) that provides the Institutions with software solutions including the Product and Services (as defined below). The Product of the Licensor is available for use through https://www.nmediasoft.com/ and the GurukulEdu mobile applications (collectively referred to as “Website“).

The following terms and conditions constitute a license agreement (“Terms and Conditions” or “License Agreement“) between you (“You” or “Your” or “Licensee“) and Licensor. By signing the ‘Accept’ or similar option and registering and subscribing to the Product, the Licensee agrees to this License Agreement along with the Subscription Agreement, Terms of Use and Privacy Policy available on the Website (“Additional Documents“).

Please read the following Terms and Conditions carefully before subscribing to the Product and Services offered by the Licensor. These Terms and Conditions deal with the conditions relating to the Product and Services offered by the Licensor and the License (as defined below) of the Product to the Licensee and the Licensee’s agreement to be bound by these Terms and Conditions.

From time to time, the Licensor may amend these Terms and Conditions at any time with a notice to You of the same. Unless otherwise specified by Licensor, Your continued use of the Product without cancelling the Subscription (as defined below) for a period of 30 (thirty) days will constitute Your acceptance of the amendment. Licensor will use reasonable efforts to notify the Licensee of the changes through communication via the registered email or other contact details provided by the Licensee.

2. GRANT OF LICENCE

Subject to the Licensee subscribing to the Product in accordance with these Terms and Conditions, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable right permitting the Licensor to use the Product(“License“) during the period for which the Subscription has been sought(“License Term“).

Upon subscription and payment of the License Fees (as defined below), the Licensor shall grant to the Licensee, a log-in ID and password for use (“Admin ID“). The authorized representative of the Licensee shall have the right to create more sub-ID’s/sub-profiles for the staff, parents and other representatives to use. The Parties agree that such sub-ID’s and Sub-profiles shall be created by the Licensee at its own risk and any issue, including confidentiality issues, arising due to use of the Product by such sub-Id’s/sub-profiles shall be the sole liability of the Licensee.

Upon creation of such sub-ID’s/sub-profiles, the Licensee shall ensure that such users comply with the terms and conditions mentioned herein as well as the Additional Documents mentioned on the Website.

3. SUB-PROFILES AND SUB-ID’S (FOR STAFF, PARENTS, GUARDIANS AND OTHER REPRESENTATIVES

All the terms and conditions under this Agreement shall be applicable to the sub-profiles and sub-ID’s and the use of the Product by such persons through sub-profiles and sub-ID’s shall be subject to the acceptance and acknowledgment of this Agreement along with the terms of the Additional Documents.

The sub-profile and sub-ID holders agree and understand that the information and data available through the Services is provided by the Institution and other sub users and the Licensor shall not be liable for the accuracy and correctness of such information and data. The Institution shall be solely liable for the same.

4. SCOPE OF SERVICES

The Services provided by the Licensor through its Website are (“Services” or “Product“):-

• The Licensor has developed a cloud-based platform, which it makes available to Licensee. The platform is used for maintaining the record and facilitating all the processes of the Institution, from the admission of new students to graduation and thereafter. The platform is further used to manage classroom and examination timetables, attendance, examination details, hostel information and details, library information and functioning details, transportation arranged by the Institution, events organized by Institution and other Institutional activities and processes and any other services provided by Licensor from time to time. The platform provides an option to the Institutions and parents of the students to stay updated with regular updates regarding the examination, attendance etc. by SMS and other modes adopted by the Licensor from time to time.

Licenses are available for different types of Subscription, i.e., Subscription with messaging and Subscription without messaging service. The Services shall be provided to the Licensee in accordance with the option opted by it in the Subscription Agreement.

5. LICENSE TERM AND LICENSE FEES

The License Term shall be the term of the License and shall be the period as agreed upon between the Parties in the Subscription Agreement. The Licensee may subscribe to the different subscription plans.

This License Agreement and the License granted hereunder shall become effective from the date on which the License is initiated (“Effective Date“) and shall continue in terms of this Agreement unless terminated in accordance with the same. The Effective Date shall be the date on which the Product and Services are made available to the Licensee.

The License Fees or Subscription Fees shall be payable on the basis of the Subscription opted by the Licensee in terms of (i) the License Term; (ii) the billing cycle, i.e., monthly, quarterly or annual; and (iii) based on the number of students. The details of the Subscription opted for by the Licensee along with the License Fees and Subscription Fees shall be in accordance with the Subscription Agreement.

The License granted to the Licensee by the Licensor will be subject to timely payment by the Licensee.

In the event of a Monthly Subscription:-

• In respect of the first month, pro-rata Subscription Fees shall be paid by the Licensee based on the number of days in such month during which the License would be available for use by the Licensee. After the first month, the Licensee shall be required to make payment of the monthly Subscription Fees by the 7th (Seventh) day of every month (in respect of such month) (“Due Date“) and the License will be renewed only if such payment is made within the Due Date. This is subject to the conditions for delayed payment stipulated in this Agreement.
• If the Licensee selects a Monthly Subscription Plan, the Licensee acknowledges, and agrees, that the License will be provided on a monthly billing cycle. A recurring billing charge will be issued to the Licensee every billing period.
• While subscribing to the Monthly Subscription Plan, the Licensee shall pay a month’s License Fees as advance payment.
• If the License Fees is paid after the Due Date, then the Licensee shall make payment of License Fees along with 10% of the License Fees as late fee charge.
• If the Licensor has not received payment within (30) thirty days from the Due Date, without prejudice to any other rights and remedies of the Licensor, the Licensor, at its discretion, may disable the Licensee’s password, account and suspend access to all or part of the Product and the Licensor shall be under no obligation to provide any or all of the Product while the invoice(s) remain unpaid and/or forfeit the advance amount. The Licensor shall further have the right to suspend access to all or part of the Product for the sub-profiles and sub-ID’s.

In the event of a Quarterly Subscription:-

• Each License Term shall begin on the date opted by the Licensee for initiation of License and expire twelve (3) months from the Effective Date. Approximately thirty (30) days prior to the expiration of the License Term, Licensor shall notify Licensee of its opportunity to renew the License Term.
• If the Licensee selects the Quarterly Subscription Plan, the Licensee acknowledges, and agrees, that the Product will be provided in a quarterly billing cycle. A demand for payment will be automatically issued to the Licensee thirty (30) days prior to the expiry of such Quarterly Subscription Plan.
• While subscribing to the Quarterly Subscription Plan, the Licensee shall pay an amount as agreed upon by the Licensor and the Licensee as advance payment.

In the event of an Annual Subscription Plan:-

• Each License Term shall begin on the date opted by the Licensee for initiation of License and expire twelve (12) months from the Effective Date. Approximately thirty (30) days prior to the expiration of the License Term, Licensor shall notify Licensee of its opportunity to renew the License Term.
• Any renewal for an Annual Subscription Plan shall require mutual agreement and all applicable fees for such renewals will be at Licensor’s then-current rates. If the Licensor does not renew the License, the Licensee’s access to the Product will terminate at the end of the then-current License Term.
• If the Licensee selects the Annual Subscription Plan, the Licensee acknowledges, and agrees, that the Product will be provided on a yearly billing cycle. A demand for payment will be automatically issued to the Licensee thirty (30) days prior to the expiry of such Annual Subscription Plan.
• While subscribing to the Annual Subscription Plan, the Licensee shall pay an amount as agreed upon by the Licensor and the Licensee as advance payment.

All fees are non-refundable. The License Fees or any portions thereof paid in advance are also non-refundable if the Licensee chooses to cancel the License prior to the end of the License Term.

All amounts and fees stated or referred to in this Agreement are exclusive of tax, which shall be added to the Licensor’s invoice(s) at the appropriate rate.

6. LICENSEE DATA

The Licensee agrees and warrants that for the purposes of the Product, the Licensee shall provide data and access to data and information in order to facilitate the use of the Product. Such data provided by the Licensee shall be data belonging to the Licensee and the Licensee shall own all rights, title and interest in and to all of the data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of its data (“Licensee Data“).

The Licensee agrees and permits the Licensor to have access to Licensee Data for the purpose of the functioning of the Product and permits the Licensor to archive the Licensee Data and use it for the purpose of internal records only. Any use beyond the mentioned use shall be done only subsequent to written permission by the Licensee.

If the Licensee provides any information or data which is untrue, inaccurate, not current or incomplete (or become untrue, inaccurate, not current or incomplete) or provides information/data over which the Licensee has no rights, the Licensor may suspend or terminate the License and refuse all current or future use of the Product.

In the event of any loss or damage to Licensee Data, the Licensee’s sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavors to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with its archiving procedure. The Licensor shall not be responsible for any loss or destruction of Licensee Data.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that:

• It is a duly incorporated and validly existing entity under applicable laws and has the power to own its assets and carry on its business as is now being conducted.
• It has the full power and authority to enter into and perform its obligations under this Agreement.
• The execution, delivery and performance of this Agreement by it has been duly and validly authorized by all necessary actions on its part and this Agreement constitutes a legal, valid and binding obligation and is enforceable against it in accordance with its terms.
• It is in compliance with all applicable laws and has obtained all applicable permits and licenses required in connection with its obligations under this Agreement.

The Licensee warrants that it understands that for the proper and efficient functioning of the Product, it is imperative that the Licensee Data provided by the Licensee is correct and accurate and it will be liable for any issue arising due to incomplete or incorrect Licensee Data being used.

In the event of any legal issues/disputes between the Licensee and its authorized users (parents, students etc.), the Licensee accepts and acknowledges that it shall be solely liable for any such customer(s) or third party claims.

The Licensee warrants that the Licensee has complied with all laws, rules and regulations and obtained all permits to carry on its business, and any loss caused to the Licensor due to a default on the part of the Licensee regarding the same, shall be the liability of the Licensee and Licensee agrees and undertakes to make good such loss to the Licensor.

Licensor disclaims all other warranties express or implied, including without limitation, any implied warranties of merchantability, merchantable quality or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived.

8. RIGHTS, OBLIGATIONS AND COVENANTS OF LICENSEE

The Licensee shall

• provide the Licensor with all necessary co-operation in relation to this Agreement.
• comply with all applicable laws and regulations with respect to it’s activities.
• carry out all responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delay in the Licensee’s provision of such assistance, as agreed by the Parties, the Licensor may adjust any agreed schedule as reasonably necessary at its sole discretion.
• obtain and maintain all necessary licenses, consents, and permissions necessary for the Licensee, its contractors, and agents to perform their obligations under this Agreement.
• ensure that its network and systems comply with the relevant specifications provided by the Licensor from time to time.
• be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Licensor’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee’s network connections or telecommunications links or caused by the internet.
• be solely responsible for maintaining the confidentiality of its passwords. If the Licensee becomes aware of any unauthorized access to the Product, it shall notify the Licensor
• shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all Licensee Data

The rights provided under this Agreement are granted to the Licensee only, and shall not be considered granted to any subsidiary, affiliate, holding company of the Licensee.

9. RIGHTS, OBLIGATIONS AND COVENANTS OF LICENSOR

The Licensor shall ensure that the Product is licensed and performance is substantially in accordance with this Agreement. The Licensor shall not be liable for non-conformance which is caused by the use of the Product contrary to the Licensor’s instructions, or modification or alteration of the Product by any party other than the Licensor or the Licensor’s duly authorized contractors or agents. If the Product and performance do not conform with this Agreement, Licensor will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Licensee’s sole and exclusive remedy for any breach of the Licensor’s covenants set out in this Agreement. Notwithstanding the foregoing, the Licensor

• does not warrant that the Licensee’s use of the Product will be uninterrupted or error-free; or that the product or the on-line technical information or materials developed by Licensor relating to the use of Product and/or the information obtained by the Licensee through the Product will meet the Licensee’s requirements; and
• shall not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

The Licensor shall use commercially reasonable endeavors to make the Product available 24 hours a day, seven days a week, except for

• planned maintenance carried out during the maintenance window of 12:00 am to 4:00 am; and
• unscheduled maintenance, provided that the Licensor has used reasonable endeavors to give the Licensee at least 6 (six) hours’ notice in advance regarding such unscheduled maintenance.
• Nothing herein prevents the Licensor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, Products, and Services, which are similar to those provided under this Agreement to the Licensor.
• The Licensor warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

10. INDEMNITY

The Licensee agrees to indemnify, defend and hold harmless the Licensor, its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by Licensor that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the Licensee pursuant to this Agreement.Further, the Licensee agrees to hold the Licensor harmless against any claims made by any third party due to, or arising out of, or in connection with, the Licensee’s use of the Product or any claim that the Licensee has or will cause damage to a third party, the Licensee’s violation of this Agreement, or the Licensee’s violation of any rights of another, including any intellectual property rights.

11. INTELLECTUAL PROPERTY RIGHTS

The Licensor’s trademarks, logos, images, service marks, trade names (collectively the “Trademarks“) and other distinctive branding features displayed on the Website or on content available through the Website are registered and unregistered Trademarks of the Licensor and shall not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Licensor that appear on the Website or on or through the Website’s Services, if any, are the property of their respective owners. The Licensee’s misuse of the Trademarks displayed on the Website or on or through any of the Website’s Services is strictly prohibited. All intellectual property rights pertaining to or associated with the Product shall be owned by the Licensor. The Licensee acknowledges and agrees that the grant of the License to the Licensee in accordance with this Agreement hereunder shall not, in any manner, tantamount to or be construed as an assignment of the Product or any rights associated therewith. The Licensee agrees that pursuant to the License, the Licensee has only obtained limited usage rights in respect of the Product in the manner and subject to the terms specified hereunder.

Any rights not expressly granted herein, are reserved to the Licensor. The Licensee agrees to abide by all copyright notices, information, or restrictions contained in any part of the Website. The Licensee must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Website.

12. CONFIDENTIALITY

Each Party will, during the License Term and on its expiry or Termination maintain strict confidentiality of all information received pursuant to or as a consequence of the License which is not and has not become public knowledge and will not disclose any of the same except to its employees who need to know the same for the purpose of this Agreement and will procure that such employees shall maintain the same in strict confidence and shall not use the same for any purpose except the performance of their duties under this Agreement.

Each Party shall hold the other’s confidential information in confidence and, unless required by law or in order to comply with an order of any governmental or judicial / quasi-judicial authority, not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than in accordance with and for the purposes of this Agreement.

13. SUSPENSION AND TERMINATION

The Licensor may suspend or terminate the License upon occurrence of any of the events specified in this clause or elsewhere in this License Agreement.

The License shall stand terminated upon expiry of the License if not renewed according to this Agreement.

Either Party shall be entitled to terminate the License by giving a prior written notice of ninety (90) days to the other Party.

Notwithstanding anything to the contrary contained herein, the License may be terminated by the Licensor, without any prior notice, and with immediate effect, if at any time.

• the Licensee fails to observe any of the terms and conditions under this Agreement
• the Licensee is subject to any winding up, dissolution or other analogous proceedings.

Upon expiration or termination of this Agreement for any cause, the rights and obligations of the Parties under this Agreement shall (subject to the provisions herein) terminate, unless otherwise specified herein.

Any rights to terminate this Agreement shall be without prejudice to the other rights of the Parties and shall not preclude the non-defaulting Party from claiming damages or indemnity or other compensation/claim against the defaulting Party unless otherwise specified herein.

Upon termination of License according to this Agreement, the Licensor shall:

• cease to act or hold itself out as the Licensor of the Licensee, save in respect of unfulfilled Product for which it has, prior to such date, contracted with third parties
• return to the Licensee (or as it directs) all data and information of the Licensee and all confidential information of the Licensee and copies thereof in its possession or control.

Upon termination or suspension of the License, the Licensee shall no longer be entitled to use the Product and the Licensor may disable the Licensee’s account and suspend the Licensee’s access to the Product. The Licensee covenants that upon termination of this License Agreement, it will immediately pay all amounts owed to the Licensor.

14. LIMITATION OF LIABILITY

The Licensor and/or its directors, officers, employees, affiliates and agents shall not be liable to the Licensee for direct, indirect, incidental, special or consequential damages of any kind whether based in contract, torts (including for negligence) or otherwise arising, from the use of the Product or any deficiencies or errors in the Services. Licensee’s sole and exclusive remedy for any loss in any way connected to the Product or Service furnished by Licensor, shall be, at Licensor’s option

• To bring the performance of the Product into substantial compliance with the functional specifications
• Return of an appropriate portion of any payment made by the Licensee with respect to the applicable portion of the Product.

15. GOVERNING LAW

This Agreement shall be governed by and be construed in accordance with the laws of India.

The courts at Gujarat shall have exclusive jurisdiction on the matters arising from this Agreement.

16. FORCE MAJEURE

Either Party shall have no liability to the other under this Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm provided that the other Party is notified of such an event and it’s expected duration.

17. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. ASSIGNMENT

The Licensee shall not, without the prior written consent of the Licensor, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

The Licensor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

19. SEVERABILITY

In the event any provision in this Agreement is determined to be unlawful, void or unenforceable, such provision shall be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from this Agreement and shall not affect the validity and enforce-ability of any other provisions.

20. ENTIRE AGREEMENT AND MODIFICATION

This Agreement along with the Subscription Agreement and Additional Documents shall constitute the complete Agreement between the Parties with respect to the subject matter hereof and supersedes and extinguishes all/any previous agreements, understandings, undertakings and/or arrangements of any nature or representations, whether written or oral, relating to such subject matter.

Each Party acknowledges that there are no representations, inducements, promises, warranties, covenants, understandings, commitments or agreements relative hereto which have been made orally or otherwise by any Party, or anyone acting on behalf of any Party, which is not fully expressed herein.

This Agreement may not be extended, modified or amended unless executed in writing and signed by the duly authorized executive(s) of the respective Parties.

21. SURVIVAL OF TERMS

Any terms of this Agreement, including License Fees, Confidentiality, Warranties and Representations, Limitation of Liability, Indemnity, Governing Law and Jurisdiction and those which by their nature are intended to extend beyond this Agreement’s expiration or termination will remain in effect until fulfilled and will apply to respective successors and assignee of the Parties.

MUTUALLY ACCEPTED AND AGREED AS ABOVE:

Note: All defined words in the Terms of Use and/or Additional Terms would continue to have the same meaning in this Copyright Policy.

All content on the Website/App, inter alia text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Nmediasoft (“Company”), its affiliates, its content suppliers or the recognized and credited third parties and is protected by relevant copyright, authors’ rights and database right laws. The compilation of all content on this Website/App is the exclusive property of the Company and/or its affiliates and is protected by relevant copyright and database right laws. All software used on the Website/App are the property of the Company, its affiliates or its software suppliers and is protected by the relevant copyright and author’ rights laws.

You may not systematically extract/or re-utilise parts of the contents of the Website/App without the Company’s and/or its affiliates and/or the recognized and credited third parties (as may be applicable) express written consent, apart for Your personal, non-commercial use, but only if You acknowledge the Website/App and/or the relevant, recognized and credited third parties (as may be applicable) as the source of the material so extracted or re-utilised. In particular, You may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of the Website/App, without the Company and/or its affiliates and/or the recognized and credited third parties (as may be applicable), express written consent. You may also not create and/or publish Your own database that features substantial parts of the Website/App without the Company and/or its affiliates (as may be applicable) express written consent.

NOTIFICATION OF COPYRIGHT INFRINGEMENT – [Take Down Notice]

If You are the owner of copyright in any content available on the Website/App and uploaded without Your consent causing it to amount to copyright infringement, or You believe that Your content has been copied in any way that constitutes infringement, please provide the following information to the Company:

• A statement specifying that You have found specific content on the Website/App e.g., video/ audio/ text/ graphic content, which You believe infringes Your copyright.
• The title and description of the content, as available on the Website/App, and the full URL of the web page where the content is available.
• Description of the content/work, the copyright which belongs to You, and which You believe has been infringed. In case this information is available on the internet, please send the Company a link to the same.
• The country in which Your copyright applies.
• An explanation on how the content available on the Website/App infringes Your copyright (e.g. in case of any audio content, the musical works or the sound recordings are a copy of Your original works, etc.).
• Your contact information so that the Company can get in touch with You (e-mail and/or postal address along with contact number).
• A statement by You that You have a good-faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner, such as his agent) and is not otherwise permitted by law. and
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

Please affix the electronic or physical signature of the copyright owner or person authorized to act on behalf of the owner. If You are providing notice by e-mail, a scanned physical signature or a valid electronic signature will be accepted.

Please send Your copyright infringement notice to the attention of the Company at:

• By mail: info@nmediasoft.com
• Address: Nmedia software Services,
  B 602,Shilp Serenity, behind Swagat Flamingo, Sargasan, Gandhinagar, Gujarat, India, 382421

Please note that the information provided in this notice may be forwarded to the person who provided the allegedly infringing content.

Any person who knowingly misrepresents that any material or activity is infringing, may be subject to legal liability. Accordingly, if You are not sure whether material available online infringes Your copyright, please contact a lawyer.

The Company should be contacted only if You believe that Your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Website/App or on Website/Apps linked to or from the Website/App, or in connection with the Services provided on the Website/App. All other inquiries directed to the Company will not be responded to. Such inquiries should be made through the feedback procedure referenced in the Website/App.

This Copyright Policy is an electronic record and this electronic record is generated by a computer system and does not require any physical or digital signatures.

Note: All defined words in the Terms of Use and/or Additional Terms would continue to have the same meaning in this Disclaimer.

This Disclaimer agreement was last updated: 06-08-2018

You acknowledge and undertake that You are accessing the Website/App and the Services on the Website/App at Your own risk and are using Your best and prudent judgment before accessing, using and/or entering into any communication through the Website/App. The Company shall neither be liable nor responsible for any actions or inactions of any User nor any breach of conditions, representations or warranties by any User and the Company hereby expressly disclaims any and all responsibility and liability in that regard. The Company shall not mediate or resolve any dispute or disagreement between Users.

The Company further expressly disclaims any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the Services. While the Company has took precautions to avoid inaccuracies in the content on the Website/App, all content, information, software, products, services and related graphics are provided as is, without warranty of any kind. Any reliance that You place on any information provided on the Website/App is strictly at Your own risk.

In no event will the Company be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits incurred/arising out of, or in connection with, the use of this Website/App or by any material downloaded from the Website/App.

Through this Website/App, You are able to link to other websites which are not under the control of the Company. The Company has no control over the nature, content, and availability of those websites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the Website/App up and running smoothly. However, the Company takes no responsibility for, and will not be liable for, the Website/App being temporarily unavailable due to technical issues beyond its control.

This Disclaimer is an electronic record and this electronic record is generated by a computer system and does not require any physical or digital signatures.