1.1.

By registering for, using, uploading to and/or downloading data and information from the platform and your subsequent continued use of the Platform and the Software, you consent to be bound by this licence from the date of such registration, uploading, downloading, or use (as applicable).

1.2.

By registering on the Platform and/or Software, and at any other time on logging in to the website, the web application and/or the application and through your continued use of the Software and the Platform, you confirm that you have read, accept and understood the terms of this EULA, and that you also consent to use electronic signatures and acknowledge your ticking of relevant box to be an electronic signature sufficient to bind you to the terms of this EULA.

1.3.

If you do not agree to any or all of the terms of this Agreement, then do not register for the Platform, and/or use the Software.

2.1.

This EULA governs your licensed use of and access to the Licensor’s www.Esuor.com (“the Website”), the internet-based user interface (“the Web Application”) and the multi-platform smartphone and tablet software application (“the Mobile Application”) (together, the Website, the Web Application, and the Mobile Application are hereinafter described collectively as “the Platform”), and your access to the Education Based Management bearing the name Esuor (“the Software”) provided by the Service Provider as described on the Website from time to time.

2.2.

This EULA also applies to any of the following relating to the Software or the Platform.

3.1.

The Platform and/or Software are licensed, not sold, to you for use only under the terms of this EULA and in connection with your subscription(s) with the Licensor for their use.

3.2.

The Licensor hereby grants you a limited, personal, commercial, non- exclusive, non-transferable, temporary, revocable, non-assignable, non-sub-licensable licence (“License”) and right to access the Platform and the Software. You may use the Platform and/or Software solely for internal business purposes of your organization as contemplated by your subscriptions(s) with the Licensor and this EULA.

3.3.

No Title in or to the Platform or Software are granted to you. Your use of the Platform and the Software gives you no rights to the Platform and the Software not expressly granted to you under your subscription(s) with the Service Provider.

3.4.

You shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Platform and/or Software available to any third party other than as explicitly permitted under the License; (ii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform and/or Software; (iii) use the Platform and/or Software in a manner that does not comply with all applicable laws in the jurisdiction in which you use the Platform and/or Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights; or (iv) use or otherwise export or re-export the Platform and/or Software.

3.5.

The License is conditional upon your strict and continued compliance with the following conditions:

5.1.

Your Account: The Service Provider is offering access to and use of the Platform and the Software solely for use by the person or entity in whose name an account is registered, inclusive of the person’s or entity’s authorised staff, and not for the use or benefit of any third party. In particular, no use of the Platform and Software may be made by an individual other than you and your authorised staff, for which you take full responsibility and indemnify, defend, and hold good the Service Provider. You will access the Platform and the Software via access controls and/or login controls on the Platform and/or the Software. The Service Provider may change, suspend or discontinue any part of the Platform, the Content and/or the Software at any time, including the availability of any feature, database, or content.

5.2.

Account Limitation: The Service Provider may also impose limits on certain features of the Platform and the Software or restrict your access to parts or all of the Platform and/or Software without notice or liability. The Service Provider reserves the right, at its discretion, to modify this EULA at any time by posting a notice on the Web Application or the Mobile Application, or by sending you a notice via e-mail, and you consent to the receipt of such notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Platform and the Software following such notification constitutes your acceptance of the terms and conditions of this EULA as modified. Any new features that materially augment or enhance the Platform and/or the Software currently available, including the release of new tools and resources, shall be subject to this Agreement (as updated). You can review the most current version of the EULA at any time at Privacy Policy.

5.3.

Account Availability: The Service Provider will use reasonable efforts to attempt that the Platform and the Software are available twenty-four hours a day, seven days a week. However, access to the Platform and Software shall be as they may exist and be available on any given day and the Service Provider has no other obligation, except as expressly stated in this EULA. There will be occasions when the Platform and/or the Software will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by the Service Provider to minimize such disruption where it is within the Service Provider’s reasonable control. You agree that the Service Provider will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Platform, Software or other content. The Service Provider retains the right to create limits on use and storage with respect to the Platform and the Software determined at its sole discretion at any time with or without notice.

6.1.

Information: If you choose to create an End-User Account, you agree to provide only accurate and complete registration information and you will keep that information up-to-date if it changes. The Service Provider will retain this information in accordance with the terms of our Privacy Policy.

6.2.

Registering: When you register, you will be required to generate a unique log-in credential (a password) which relates to your own personal email address.

6.3.

Access Denial: Individuals whose access to the Platform and Software has previously been terminated by the Service Provider may not register for another account, nor may you designate another individual to use your account on your behalf. The Service Provider expressly reserves the right not to grant access to anyone they may choose, to the Software and/or Platform or to create an End-User Account for any reason.

6.4.

Authentication: The Platform and Software rely on email addresses and passwords to know whether the person accessing the Platform and/or Software are authorized to do so. If someone accesses the Platform and/or Software using an email address and/or password that you have provided the Service Provider with, the Service Provider will rely on that email address and password and will assume that access has been made by you. You are recommended to change your password regularly to prevent unauthorised use. You are solely responsible for any and all access to the Platform, your End-User Account and/or use of the Software by persons using your email address and password. Please notify the Service Provider immediately if you believe or become aware that your End-User Account is being used without your authorization.

6.5.

Access Indemnity: You indemnify and hold harmless the Service Provider for all damages and losses related to your failure to comply with the provisions of this EULA, including, without limitation, your failure to secure your End-User Account from third party access.

7.1.

Age: Any individual making use of the Platform or the Software must be over 18 years of age to register or utilise them.

8.1.

Each Party represents and warrants to the other.

8.2.

End User Warranties: You (inclusive of your authorised staff and representatives) represent and warrant to not do.

8.3.

Not upload, post, email, transmit or otherwise make available or initiate any content that:

8.4.

Disclosure of End User Information: You (inclusive of your authorised staff and representatives) acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to:

8.5.

Third Party Sites: The Service Provider, if it includes links to third party web sites in its Content (“Third Party Site(s)”), is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or applications. If you (inclusive of your authorised staff and representatives) decide to access Third Party Sites, you do so at your own risk and agree that your use of any Third Party Sites is on an “as-is” basis without any warranty, and your use of any Third Party Site is subject to the terms and conditions contained therein.

9.1.

“Intellectual Property Right(s)” includes any patent, trade or other mark, registered design, topography right, copyright, database right or any other right in the nature of any of the foregoing (or application, or right to apply for, any of the foregoing), and trade or business name, invention, discovery, improvement, design, technique, confidential process or information or know how, in each case subsisting anywhere in the world and whether registered, unregistered, or unregisterable, and any licence or right of user of any of the foregoing, and the full right to all legal protection relating to the same;

9.2.

The Software and/or Platform reserves all Intellectual Property Rights in and to the Software and/or Platform and any such Intellectual Property Right shall at all times be and for all purposes remain vested in Software and/or Platform and/or its licensors, including all copies thereof.

9.3.

You acknowledge that all Intellectual Property Rights, title and interest in the Platform and the Software contained therein, throughout the world belong to the Service Provider, that rights in the these are licensed (not sold) to you, and that you have no rights in, or to, the Platform and the Software other than the right to use them in accordance with the terms of this EULA.

9.4.

The Service Provider provides a feedback facility and engages in surveys from time to time. Please note that the Service Provider develops or is developing similar ideas independently of any content, information, ideas, suggestions or other materials which you may supply. Any ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the Software and/or Platform (“Feedback”) in whatever manner or form facilitated by the Software and/or Platform; any such communication with the Service Provider whether verbally, via postings on blogs, forums, questionnaires, email and the like (“Communication”), you acknowledge and agree that such Feedback and or Communication (together “Contributions”):

9.5.

Reciprocal License: End Users grant to the Service Provider and its licensors an irrevocable, royalty free and non-exclusive licence to use, copy, modify, adapt, translate and distribute anonymised statistical or operational information relating to the uses made of the Software and/or Platform by End Users, or about the device(s) and related software, hardware and peripherals, information relating to the device(s) and the Platform and/or Software and content on the device(s) (“Metadata”) to provide services and to develop and improve the Platform and/or Software. Metadata expressly does not include personal data the use, control and processing of which is governed by our Privacy Policy.

10.1.

Not Bespoke: You acknowledge that the Platform and the Software have not been developed to meet your individual requirements and that it is your responsibility to ensure that the facilities and functions of the Platform and the Software as described on the Website, meet your requirements. You certify to the Service Provider that you are legally permitted to use the Platform and the Software, and take full responsibility for the selection and use of the Platform and the Software.

10.2.

Minor Errors: You acknowledge that the Platform and the Software may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this Licence.

10.3.

Insurance: You agree that you are the best judge of the value and importance of the data held on your End-User account(s) and that you will be solely responsible for taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.

11.1.

Individual Liability: Neither party is assuming any liability for the actions or omissions of the other party except as stated in this Agreement. You shall indemnify the Service Provider for claims arising out of Service Provider’s performance of the services included within the Platform and Software, unless such claims arise from the Service Provider’s gross negligence, malice, or wilful misconduct in connection with the performance of its work hereunder.

11.2.

Reasonable Non-Exclusion: Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party’s liability to the extent it relates to any fraud; fraudulent misrepresentation; or any other liability which may not be lawfully limited or excluded.

11.3.

Mitigation: Each party agrees to use all reasonable endeavours to mitigate any losses in good faith which it may suffer under or in connection with this Agreement (including in relation to any losses covered by an indemnity) and any amounts it seeks from the other party in respect of any such liability.

11.4.

Compliance Indemnity: You hereby agree to indemnify the Service Provider and its licensors harmless from and against any liabilities, damages, judgments, costs and expenses (including reasonable legal fees and indirect and consequential loss) (“Losses”) arising out of your registration or use for the Platform and/or Software in a manner inconsistent with this EULA. This tool should only be used as per instructions provided on the Website or otherwise supplied by the Service Provider.

11.5.

Breach of Warranties: For the avoidance of doubt, the Service Provider shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:

12.1.

Not Employee: The Service Provider’s personnel (inclusive of any hired independent contractors, employees, consultants, advisors, and/or associates) will perform their duties as the personnel of an independent contractor and not as employees of the End User. Accordingly, Parties each acknowledge and agree that the Service Provider’s personnel will not be treated as employees of the End User for purposes of any applicable law covering an employer-employee relationship.

12.2.

No Partnership: Nothing in this Agreement will be construed so as to imply that a Partnership under the Indian Partnership Act, 1932, exists between the Parties

12.3.

Mitigation: Each party agrees to use all reasonable endeavours to mitigate any losses in good faith which it may suffer under or in connection with this Agreement (including in relation to any losses covered by an indemnity) and any amounts it seeks from the other party in respect of any such liability. Independent Contractor: The Service Provider is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between the Parties. The Service Provider will not act as an agent for, or on behalf of, the End User, or to represent the End User, or bind the End user in any manner, unless under express and written agreement with the Service Provider.

12.4.

Non-Confidential Relationship: You acknowledge and agree that your relationship with the Service Provider is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Generated Content does not place the Service Provider in a position that is any different from the position held by members of the general public, including with regard to your User Generated Content. None of your User Generated Content will be subject to any obligation of confidence on the part of the Service Provider, and the Service Provider will not be liable for any use or disclosure of any Content you provide, subject at all times to the terms of the Privacy Policy.

13.1.

Duration: The EULA for the Platform and/or Software will subsist until the earlier of:

13.2.

Immediate Termination: The Service Provider may terminate the EULA for the Platform and/or Software with immediate effect if:

13.3.

Consequences of Termination: Upon termination of this EULA for any reason-

14.1.

The Service Provider shall comply with the Data Protection requirements set out in the Privacy Policy.

14.2.

Data Collection: You will be classified as a Data Fiduciary, and the Service Provider is not a Data Processor but only a service provider. The Service Provider will not be processing any Health Data and any other Personal Data, and will maintain strict confidentiality, access limitation, security precautions, collection limitation, and purpose limitation as detailed in the Website and Privacy Policy.

14.3.

The Service Provider warrants the following:

15.1.

The Service Provider shall comply with the Data Protection requirements set out in the Privacy Policy.To the fullest extent under applicable law, the Platform and/or Software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall the Service Provider be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Software or the use or other dealings in the Software.

15.2.

Any information or content contained in the Platform and/or Software is provided “as is” or “as available”. While the Service Provider strives to provide you with useful and accurate evidence based information, the Service Provider does not warrant, and expressly disclaims, that the information contained in content provided by this platform is up-to-date and complete.

15.3.

You understand and agree that the authors are under no obligation to provide either maintenance services, update services, notices of latent defects, or corrections of defects with regard to the Software and/or Platform. The authors nevertheless reserve the right to update, modify, or discontinue the Software and/or Platform at any time.

15.4.

This Platform and/or the Software is only available via approved channels. Sourcing this Platform and/or the Software from another source without the consent of the Service Provider is not permitted and a direct breach of the terms of this Agreement, from which the Service Provider disclaims all liability.

15.5.

The Service Provider will not bear any liability arising from distribution and/or use from outside of the Republic of India. If you use the Software or the Platform from outside India, you do so at your own risk and you are responsible for compliance with the laws of that jurisdiction. Furthermore, if you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide the Service Provider with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow the Service Provider to assess whether the Service Provider may, at our sole discretion, provide an alternative remedy for the situation, though the Service Provider is under no obligation to do so.

15.6.

The ‘End User’ includes, unless repugnant to the context, all of your authorised staff, consultants, advisors, representatives and any other individuals which you have granted access to the Software and Platform. You represent and warrant that you take full responsibility for anyone accessing the Software and Platform through your account, and that it will be your responsibility to ensure appropriate access controls and confidentiality requirements upon anyone accessing the Software and Platform through your Account. You defend, hold good, and indemnify the Service Provider from all claims, suits, and actions (including reasonable attorney’s fees) arising from, without limitation, improper, malicious, or otherwise illegal use which may or not be in breach of this Agreement.

15.7.

You will indemnify, hold good, and defend the Service Provider from any publishing or disclosure of Personal Data or Health Data by you on the Platform under all circumstances. The Service Provider is not liable for any such disclosure or publication, and you understand that you must use your professional judgement to uphold patient confidentiality in your use of the Platform and Software.

15.8.

You warrant that you, as the Data Fiduciary, have appropriate consents and legitimate purpose(s) along with their notices in place when collecting Data from the Data Subjects; The Service Provider disclaims all liability arising therefrom to the fullest extent permitted by applicable law, and you fully indemnify and hold harmless the Service Provider from all actions, claims, and suits arising therefrom.

15.9.

You warrant that you, as the Data Fiduciary, have appropriate consents and legitimate purpose(s) along with their notices in place when collecting Data from the Data Subjects; The Service Provider disclaims all liability arising therefrom to the fullest extent permitted by applicable law, and you fullyThe Service Provider is not responsible and makes no representations or warranties for the delivery of any messages or communication (such as emails, forum postings or transmission of any other user generated content) uploaded to the Platform. The transmission of any such messages or communication shall be entirely the responsibility of the mobile network operator or broadband internet provider. In addition, the Service Provider neither warrants nor represents that your personal use of the service will not infringe the rights of third parties. Any material, service, or technology described or used on the platform or any user manuals may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to the Service Provider.

15.10.

The Service Provider does not have any obligation to verify the identity of the persons subscribing to its Platform and/or Software, nor does it have any obligation to monitor the use of its Platform and/or Software by other users; therefore, the Service Provider disclaims all liability for identity theft or any other misuse of your identity or information.

15.11.

The Service Provider does not guarantee that the Platform and/or Software it provides will function without interruption or errors in operation. In particular, the operation of the Platform and/or Software may be interrupted due to maintenance, updates, or system or network failures. The Service Provider disclaims all liability for damages caused by any such interruption or errors in functionality. Furthermore, the Service Provider disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the Platform and/or Software due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.

16.1.

Service messages: For the purposes of service messages and notices about the Software and/or Platform to you, the Service Provider may place a banner notice across the Software and/or Platform to alert you to certain changes such as modifications to this EULA. Alternatively, notice may consist of an email, phone messages, phone calls, from the Service Provider to an email address associated with your Account, even if we have other contact information, or via a digital distribution platform for mobile applications, applicable to your particular device.

16.2.

General Communication: You also agree that the Service Provider may communicate with you through your account or through other means including email, mobile and telephone about your account or services associated with the Service Provider. Please review your settings to control what kind of messages you receive from the Service Provider. To unsubscribe from any communication the Service Provider circulates to you, please click on the unsubscribe mechanism at the bottom of the communication. You acknowledge and agree that the Service Provider shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Platform and/or Software.

16.3.

Contact: You can contact the Service Provider at Esuor.com.

17.1.

Amendments: The Service Provider reserves the right, at its sole discretion, to amend, add or delete any of the terms and conditions of this EULA. The Service Provider will post notifications of any such changes to this EULA on the Platform, will provide a link to the revised version of this EULA, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this EULA are unacceptable to you or cause you to no longer be in compliance with this EULA, you may terminate this EULA in accordance with the terms herein.

17.2.

Evidence of Acceptance: Your installation, download and/or use of any updated or modified Software and/or Platform, following notice of changes to this EULA as described above means you accept any and all such changes. The Service Provider may change, modify, suspend, or discontinue any aspect of the Platform and/or Software at any time.

17.3.

Limits: The Service Provider may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the Platform and/or the Software.

20.1.

Aggregate Liability Limit: The aggregate liability of the Service Provider (inclusive of any employees, personnel, advisors, consultants, Partners and associates) in respect of any claims, losses, costs or damages arising out of or related to this Agreement shall not exceed the Subscription(s) fee(s) received by the Service Provider under this Agreement or Rs. 25,000/- (Rupees twenty five thousand) only, whichever is less. You shall be entitled to press only those claims in respect of which a loss or damage exceeds Rs. 5,000/- (Rupees five thousand only). You shall first make efforts to recover such losses through insurance. Any amount paid by your insurance company shall also be deducted from any claim pressed by you. Further, any such claim(s) must be made during the subsistence of this EULA or within 3 (three) months of the termination or expiry of this Agreement, as the case may be.

20.2.

No Prejudice: The End User agrees and understands that monetary damages may be incalculable or an insufficient remedy for any breach of this Agreement and that the Service Provider, in addition to all other remedies, will be entitled to seek specific performance and injunctive or any other equitable relief as a remedy for any such breach. Nothing in this Agreement will be construed to limit the ability of the Service Provider to seek any relief in Law or Equity to which it may be entitled to.

21.1.

The parties acknowledge that they have had the opportunity to consult legal counsel in regard to this Agreement, that they have read and understood this Agreement, and are fully aware of its legal effect, and that they have entered into it freely and voluntarily and based on their own judgement and not on any representations or promises other than those contained in this Agreement.

21.2.

The provisions of this Agreement and all related documentation to implement the provisions of this Agreement constitute legal, valid and binding obligations and are enforceable against themselves in accordance with the terms of this Agreement, subject to Applicable Law.

22.1.

Severability: The provisions of this Agreement and the obligations hereunder shall be construed as independent of and severable from each other and in the event any provision(s) or part thereof discovered, becomes or is declared to be invalid or illegal or unenforceable, the same shall not affect the enforceability or validity of the other part of the provision of the Agreement. The Parties shall, as far as possible, take all measures to amend and renegotiate such part(s) of the Agreement to give effect to the original intent of the Parties.

22.2.

Waiver: The Parties understand, agree, and confirm that no failure or delay by the Parties, in exercising any right, power, and privilege hereunder shall operate as a waiver. The Parties may waive any of its own rights or the other Party’s obligations by written communication from the respective authorised representative.

22.3.

Waiver: The Parties understand, agree, and confirm that no failure or delay by the Parties, in exercising any right, power, and privilege hereunder shall operate as a waiver. The Parties may waive any of its own rights or the other Party’s obligations by written communication from the respective authorised representative.Survival: The Parties acknowledge that the following terms within this Agreement shall survive termination or expiration for perpetuity, or as otherwise provided: Sections 5 (Access), 8 (Representations and Warranties), 9 (Intellectual Property), 10 (Data Integrity), 11 (Limitation of Liability), 13 (Termination), 14 (Data Protection), 15 (Disclaimers), 16 (Notices), 18 (Governing Law and Jurisdiction), 19 (Disputes), 20 (Remedies), 21 (Disclaimer of Intention), 22 (Miscellaneous).

22.4.

Counterparts: This Agreement may be executed in counterparts, including physical facsimiles or digital equivalents (such as Portable Data Format i.e. PDF files) or copies, which together shall constitute the same Agreement.

22.5.

Written Communications: The Parties will retain written evidence, inclusive of proprietary notices addressed to, or addressed by him, of all communications shared between the Parties which fall within the ambit of this Agreement’s terms. In case of any Dispute or discrepancies, the burden of proving the existence of any such communication will be upon the aggrieved Party and the evidence it retains.

22.6.

Interpretations: Unless the context of this Agreement otherwise requires: