Master Terms And Conditions

In this Agreement, unless otherwise specified in Customer Agreement or Schedules, the following terms and conditions shall apply:

1. Definitions. For purposes of this Agreement, the capitalized terms used hereinunder and defined in Schedule A will have the meanings ascribed to them in the said Schedule A.
2. Scope of the Agreement.
   1. Subject to the receipt of the amounts detailed in Customer Agreement and payment terms or on such credit/commercial terms as may be mutually agreed between the Parties, the Company shall
      1. Sale of Books: Sell the Books to Customer solely for resale to the Students enrolled at the School, as elaborated in Customer Agreement. The terms and conditions are more specifically provided in Schedule B attached hereto; and/or
      2. License the Platform: License the Platform owned by the Company to the Customer, solely for the usage of the School and its Users. The terms and conditions are more specifically provided in Schedule C attached hereto.
   2. The Platform Solution and Books are two independent components of the two-fold solution offered by the Company to the Customer. The services underlying the Platform Solution are provided by the Company and will be satisfied over the period (from beginning to end of the Year) consistently in a similar pattern in accordance with this Agreement.
3. Representations and Warranties.
   1. Each Party represents and warrants to the other Party that (i) it is an entity duly constituted and validly existing under Applicable Law; (ii) it holds valid and subsisting licenses, registrations, approvals and consents as may be required for conducting its business and performing its obligations under this Agreement; (iii) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and that this Agreement, when executed, shall have been duly and validly authorized, executed and delivered by it; (iv) its obligations hereunder constitute legal, valid, binding and enforceable obligations; (v) the execution and performance of this Agreement do not breach its organizational documents or any Applicable Law, provisions of any contract or order of court or tribunal applicable to it and does not require any governmental approval; and (vi) the Person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly, (vii) it shall comply with all Applicable Law (including but not limited to any data privacy laws and/or regulations). The Customer further represents and warrants that (i) it has obtained the consent from the Users for sharing the Customer Data and shall continue to provide the Customer Data to the Company in accordance with the terms of this Agreement (including compliance with Applicable Laws); and (ii) it has additionally obtained all necessary authorizations and consents as per the Applicable Laws to act for and on behalf of Users during the Term of the Agreement.
4. Trademark License to Company and Customer:
   1. Trademark License by Customer. The Customer hereby grants to the Company a worldwide, irrevocable, non-exclusive and royalty-free license to use Customer’s Marks solely in relation to the scope of this Agreement. Such license shall be limited to the duration of this Agreement. The Customer also grants a worldwide, irrevocable, non-exclusive and royalty-free license to the Company to include Customer’s name/brand name and/or Customer’s Marks in any of Company’s customer lists and display the Customer’s testimonials on any medium during the Term of this Agreement.
   2. Trademark License by Company. The Company hereby grants the Customer a revocable, limited, non-exclusive, non-transferable license for the territory of India (without the right to sublicense, assign or transfer in any manner) to adopt and use the words “Powered by Lead”, or “Powered by Pinnacle+”, or “Powered by Propel”, or such words as may be mutually agreed based on the services availed by the Customer, against the Customer’s School logo in external/internal communication during the Term provided the Customer shall get any creatives, logo or communication pre-approved by the Company in writing.
5. Invoice Value; Taxes; Payment.
   1. Invoice Value. In consideration for sale of Books, onboarding the School, license to the Platform, (including provision of the Ancillary Products and Ancillary Services for accessing/using or to be used in conjunction with the Platform), Customer shall pay the Invoice Value in manner as provided in this Agreement and more particularly set forth in this Section and Customer Agreement. The Customer acknowledges that its payment obligation under Agreement shall continue irrespective of whether invoice has been raised by Company or not. The Invoice Value shall be non-refundable except as expressly provided in the Agreement.
   2. Taxes. Each Party, with respect to the services rendered in its individual capacity, would be solely responsible for the compliance of all Applicable Laws including but not limited to legislations regarding goods and service tax (‘GST’) central, state or local regulations. The Customer shall, in addition to the other amounts payable under this Agreement, during the Term pay all applicable taxes, duties, levies, charges, cess, etc. (if any) at a given point of time irrespective of the nomenclature and whether such amount was levied or imposed, provided it arises on account of the transactions under this Agreement. All payments under this Agreement would be subject to withholding tax as per the law applicable on the date of payment. The Party withholding the tax would be responsible for providing appropriate proof, certificate, documents, etc. to enable the other Party to claim the benefit of the same. The Parties would be responsible for their own tax assessments, audits, inquires, etc. Any interest, penalties or recoveries imposed upon the Company by any authority or court on account of any tax related default, delay, lapse, delinquency and/or deficiency by Customer will be solely borne by Customer by paying to the Company in advance and the Customer shall keep the Company indemnified in this regard.
   3. Payment Terms. Unless otherwise specifically agreed between the Parties all amounts payable to Company under this Agreement will be due as per the payment pattern detailed in Customer Agreement. Any non-compliance of the payment obligations by the Customer as per this Section and Customer Agreement shall be considered a material breach of this Agreement. The Customer will be considered ineligible to continue participation in the program offered, if it defaults any payment obligations under this Agreement or otherwise breaches any terms of this Agreement.
   4. Notwithstanding anything to the contrary in the Agreement, Company may authorize a debt collection agency to recover the outstanding payments from Customer and Customer provides its consent for authorization of such debt collection agency by the Company. Further the Company may disclose and share such information with such debt collection agency as may be required and Customer provides its consent for sharing of such information.
   5. Notwithstanding anything to the contrary in the Agreement, Company may assign to a third party its right to receive the outstanding payments and Customer provides its consent for such assignment by the Company. Further the Company may disclose and share such information with such third party as may be required and the Customer provides its consent for sharing such information.
   6. Customer further agrees and authorizes Company to collect the outstanding amount from parents, if required, on behalf of Customer against sale of Books and License of the Platform or other services as agreed in this Agreement. The above-said collected amount shall be accounted against the outstanding balance due towards the Company.
   7. Customer agrees, understands and acknowledges that Company may engage third party payment processor or gateway service provider to collect, process, facilitate and remit payments and/or the transaction electronically in respect of payments, and accordingly Customer undertakes to provide information as may be required for such purpose to Company and to such third party payment processors or gateway service providers and consents to share such information, including Customer name, email id, billing information or bank account details and any other information as may be required from time to time, with such third party processors to create payment flow for payments. Customer undertakes and agrees to adhere with terms and conditions of such third party payment processors or gateway service providers as communicated from time to time. Customer acknowledges that by providing such facility, Customer is neither acting as a trustee nor acting in a fiduciary capacity with respect to the payment undertaken by the Customer. Further, Customer agrees that Company will not be liable for any losses or damage suffered by Customer on account of use of such third-party services including as a result of any fraud in connection with any payment or fee for using such method.
   8. Customer undertakes that if any payment is proposed to be made by cheque, then it shall not be dishonoured. The Customer shall be solely liable in the event if any cheque is dishonoured. Company shall not be liable or responsible for any losses or damage that the Customer may suffer as a result of dishonour of any cheque or default of electronic clearance service /standing instruction presented for payment after the account has been closed. Further, if a cheque issued by a Customer is dishonored for any reason whatsoever, a fees/charge/interest of atleast INR 5000/- may be levied by Company and the Customer shall pay the same to Company immediately and in any event within 3 (three) days of demand by the Company. Further if a cheque is dishonored, then Customer agrees that all future payments shall be made by net banking or cash or by any other payment method unless Company agrees otherwise. Additionally, Company reserves the right to terminate the Agreement without any notice in the event the cheque is dishonored for any reason whatsoever. Parties agree that the Company’s decision in this regard shall be final. Parties acknowledge that acceptance of any fees/charge/interest by the Company for dishonor of cheques shall not be considered a waiver of any legal right or remedy which the Company may have under the law.
6. Term and Termination.
   1. The Term and Termination shall be as per provisions in the Customer Agreement.
   2. Effect of Termination. Upon termination or expiry of this Agreement, each Party shall promptly return, or at the other Party’s request, destroy (and provide confirmation of such destruction signed by an authorized officer), all Confidential Information of the other Party (including without limitation the Platform, Ancillary Services and Ancillary Products). The Parties’ obligations and terms of this Agreement (including but not limited to the payment obligations) which by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement.
7. Intellectual Property Rights.
   1. Customer. As agreed between the Customer and the Company, the Customer shall retain all right, title and interest in the Customer Data, Customer’s Marks and all Intellectual Property Rights therein.
   2. Company. All Intellectual Property Rights and other proprietary rights to the Platform, Ancillary Services, Books, Company Ancillary Products and all related documentation, know-how, scripting, screen designs, business processes, workflow and program concepts in any way related thereto, constitutes the Company's proprietary property and shall remain with the Company. Nothing in this Agreement will confer on the Customer any right of ownership or interest in the Company Marks, Platform Ancillary Services, or the Intellectual Property rights therein.
8. Confidentiality.
   1. Nondisclosure. Each Party (each a “Receiving Party”) agrees that it (i) shall use and reproduce the Confidential Information of the other Party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes, (ii) shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a bona fide need to know for such purposes, and (iii) shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement. Notwithstanding anything to the contrary, this provision shall survive for a period of three years following the expiry of termination of this Agreement. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation, proceeding or order, provided that, such disclosure is limited to the extent required and to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.
   2. Exceptions. No Party shall be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) is disclosed with the prior written approval of the Disclosing Party; (iii) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; or (iv) becomes rightfully known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights.
9. Indemnity; Limitation of Liability.
   1. Indemnity. Each Party will indemnify, defend and hold harmless the other Party, and their respective employees, directors, and agents from and against all losses and damages arising from third party claims, and all reasonable attorney's fees and related legal costs and expenses, arising Ancillary out of or related to any act, omission of or breach of the terms of this Agreement by such Party including, without limitation, that arising or resulting from the Customer's improper or unauthorised use of the Platform or any other resources provided hereunder; or (ii) breach by such Party of any Applicable Laws.
   2. Limitation of Liability. Except as expressly provided above, neither Party nor their respective officers, agents, contractors or vendors, will be liable for any consequential, indirect, incidental, punitive or special damages arising from or related to this Agreement, whether arising out of contract, warranty, tort or otherwise, even if the other Party has been advised of the possibility of such damages. In no event will a Party be liable for lost profits (whether direct or indirect), lost revenues or other economic loss. The Parties agree that in no event shall the Company's aggregate liability under this Agreement shall exceed the amounts received from the Customer in the three-month period preceding the date on which the claim arises. The Parties agree that they have carefully considered the risks under this Agreement and have fairly allocated such risk between them and, therefore, agree that this limitation of liability is fair and reasonable.
10. Assignment. Company may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. Customer shall not, without the advance written notice and consent of Company, assign this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized will be null and void.
11. Force Majeure. Except for (i) any payment obligations, (ii) receipt of any goods/services offered by the Company and/or (iii) any order quantity committed by the Customer, if either Party is prevented from performing or is unable to substantially perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, pandemic, transportation delays, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance. The Party claiming force majeure will notify the other Party in writing describing in detail the basis of the force majeure event and its estimated duration. If the force majeure event continues for more than ninety (90) days, the other Party reserves the right to terminate this Agreement upon notice of thirty (30) days.
12. Notices. Notices under this Agreement must be in writing and shall be delivered by hand or sent by registered mail, express courier service (with postage prepaid) to the addresses first set forth hereto or email to the Other Party from the authorized signatory, Senior Management or personnel of the Party with a copy to the authorized signatories/Senior Management. The contact information to be used for the purpose of serving a notice on the Customer under this Section is set forth in Customer Agreement. The Customer may change its contact information by providing the Company with notice of the change in accordance with this Section. Notwithstanding anything to the contrary, any changes to the email id and address of the Customer in Customer Agreement shall become effective only subsequent to notice of change by the Customer in writing and acknowledgement of such notice by the Company.
13. Dispute Resolution Any dispute arising out of or from this Customer Agreement, including the interpretation and validity of the terms and conditions thereof, and the respective rights and obligations of the Parties shall be settled amicably by mutual discussions. In case the Parties are unable to settle their disputes within 30 days, then any dispute arising out of or in connection with this Customer Agreement, shall be settled through arbitration as per the Arbitration and Conciliation Act,1996, or any statutory amendments/modifications thereof for the time being in force, by a sole arbitrator selected mutually by the Parties, failing which the arbitrator shall be appointed as per the said Act. Costs of arbitration shall be initially shared equally by the Parties unless the arbitrator decides otherwise. The arbitration shall be held in English language at an appropriate location in Mumbai unless mutually agreed otherwise between the parties. The award passed by such arbitrator shall be final and binding on the Parties. And the Parties agree that until the arbitration proceedings are complete, they shall not take their disputes to a Court of Law. The provisions of this Clause shall survive the expiry or termination of this Customer Agreement.
14. Jurisdiction This Customer Agreement shall be governed by and construed in accordance with the laws of India without regard to its conflicts of law provisions. This Customer Agreement shall be binding upon the Parties and Representatives and courts in Mumbai, India shall have jurisdiction in respect of all matters connected to or arising out of this Customer Agreement.
15. Relationship of Parties. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
16. Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.
17. Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
18. Order Of Precedence. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of any conflict or inconsistency between this Agreement and applicable order form, order form shall prevail.
19. Modifications. Any modifications related to payment terms shall be done by means of a separate amendment signed by the Parties or by means of a written communication or email by the Company and a part from payment terms unless mentioned otherwise, Company reserves the right to modify the Terms at any time without notice which shall be deemed accepted by the Customer through its conduct. Customer agrees, acknowledges and understands that in case of any change in mix of products or services based on Customer’s request, the payment terms shall be revised and agreed between Parties by means of a separate amendment signed by the Parties or by means of a written communication or email by the Company and apart from payment terms unless mentioned otherwise, Company reserves the right to modify the Terms at any time without notice which shall be deemed accepted by the Customer through its conduct.
20. Survival Provisions. These Terms and dispute resolution, jurisdiction and term and termination clauses of the Customer Agreement will survive the expiration or termination of this Agreement.
21. Entire Agreement. These Terms, any annexures, Schedules and amendments thereto, along with Customer Agreement, constitute the entire Agreement between the Parties and supersede all previous agreements, oral or written, with respect to the subject matter of this Agreement.

Schedule A (Definitions)

1. “Affiliate” means any company majority of whose voting shares is now or hereafter, owned or controlled, directly or indirectly, by a Party hereto, or by an entity which owns or controls a Party hereto, as applicable.
2. “Applicable Law(s)” means all laws, statutes, treaties, rules, codes, ordinances, regulations, certificates, orders, interpretations, licenses and permits of any governmental authority of India and judgements, decrees, injunctions, writs, orders or like action of any Indian court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.
3. “Confidential Information” means any information disclosed by one Party to the other, which, (i) if in written, graphic, machine readable or other tangible form is marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential and reduced to a writing marked “Confidential” and delivered to the Receiving Party (as defined below) within ten (10) days of such disclosure; or (ii) by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding any failure to so identify them, all technology or proprietary information underlying the Platform Solution shall be deemed Confidential Information.
4. “Customer Data” means the User information, including but not limited to name, address, mobile application activity, and mobile device identifier required for the logging into and operating the Platform.
5. “Company Ancillary Products” means the products supplied by the Company along with the Platform to work in conjunction with the Platform.
6. “ERP Solution” means nucleus or any subsequent enterprise resource planning solution used by the Company.
7. “Indicative Total Invoice Value” has the meaning ascribed to in Customer Agreement.
8. “Intellectual Property” means and shall include, without limitation, any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, source code, domain name, knowledge, ideas, concepts, goodwill, ideas, creations, writings (including but not limited to content in the books, reading material, workbooks, assessments, any print material shared by the Company), lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.
9. “Invoice value” has the meaning ascribed to it in Section 5.1.
10. “Marks” means a Party’s corporate or trade name, trademark(s), logo(s), domain names or other identification of such Party.
11. “Platform” means the software services licensed by Company to the Customer which includes the cloud-based web and/or mobile applications for School ERP, Parent App, and Teacher App (irrespective of the nomenclature used) and the Content. Where “Content” means digital content made available by the Company to the Customer through any means including but not limited to streaming through an Ancillary Product or utilizing the external/internal memory cards or similar devices, to improve, inter alia, learning outcomes and teacher capabilities.
12. “Platform Solution” means the Platform, Ancillary Services and Ancillary Products used by the Customer for the management, operation and functioning of the School. Ancillary Products are solely required to access/use or to be used in conjunction with the Platform and Ancillary Services are solely supplied for effectively using the Platform. Where Ancillary Services and Ancillary Products will carry the following meaning:
    1. “Ancillary Products” means the products supplied along with the Platform, which are required to access/use or to be used in conjunction with the Platform and shall include the Company Ancillary Products and Third Party Ancillary Products. Ancillary Products developed by/for the Company shall be referred to as ‘Company Ancillary Products’. Ancillary Products obtained from third parties shall be referred to as ‘Third Party Ancillary Products’. For illustration, (i) the Smart TV, TEEK, NAS device, Dongle will qualify as Third Party Ancillary Products, and (ii) SCAK or student kits will qualify as Company Ancillary Products wherever offered.
       • “Teacher Excellence Kit” or “TEEK” shall mean a Tablet viz. portable device typically with an operating system and an interactive interface along with any supporting object(s) as may be determined by the Company in its sole discretion from time to time for the utilization of the Teachers at the School.
       • “NAS Device” means a storage device connected to a network allowing storage and retrieval of data from a central location for authorised network users, which may be made available by the Company in its sole discretion.
       • “School Activity Kit” or “SCAK” shall mean and include physical materials to be used by the Customer for the School or Students (includes stationery items, print resources and teaching learning materials) which can be used in conjunction with the Platform.
       • “Smart TV” means a television of any brand and model, as may be determined by the Company in its sole discretion from time to time, connecting with tablet (via casting or any other means) or any other ancillary device used by the Teachers at the School.
    2. “Ancillary Services” means any services that may be provided by the Company from time to time for the effective utilization of the Platform including but not limited to workshop, assessment, advisory or observation services offered by the Company.
13. "Onboarding Charges” means the one-time non-refundable charges payable by the Customer for (i) onboarding the School on to the ERP solution of the Company, and (ii) the delivery of ancillary component viz. Experience Hub on an “as-is” basis and shall not entail any other obligation(s) for the Company. The School will receive a limited access to certain modules of the Platform Solution (as may be selected by the Company from time to time) upon onboarding on an “as-is” basis. It is clarified that “Experience Hub” is an incidental component (one Smart TV and Tablet each) required to showcase the solution offered by the Company during the onboarding.
14. “Customer Agreement” means a document which sets forth the scope of services in relation to the Platform and Books provided by Company which includes Term, Pricing for the sale of Books and license of Platform offered by Company, additional terms, and conditions, if any. Customer Agreement shall form an integral part of the Agreement.
15. “School” means School detailed in Customer Agreement or the classes and divisions in such School as detailed in Customer Agreement.
16. “Senior Management” means chief legal officer, chief executive officer, chief operating officer or the chief financial officer.
17. “Books” shall solely include printed books in the form of readers, workbooks and assessments to be used by the Students.
18. “Student” means any student attending the School.
19. “Teacher” means a teacher who is teaching at the School or applicable class(es) as may be applicable.
20. “Third Party Ancillary Products” means the products manufactured or supplied by a third party to enable the Customer (directly or indirectly) to access/use the Company’s Content.
21. “User” means any user authorised by the Customer to access the Company’s Platform under the designated profile assigned by the Customer pursuant to this Agreement. It is clarified that Users shall include only (i) Teachers employed by the School and using the Teacher App, (ii) Students enrolled at the School and their parents/guardian using the Student and Parent App, and (iii) personnel employed by the School/owner of School and using the School Owner App and School ERP.
22. “Year” means the academic year of the School which shall be in line with customary requirements of a particular region and as per the requirements of Applicable Laws.

Schedule B- Terms and Conditions related to Sale of Books

1. Terms and Conditions on Sale of Books
   1. Sale of Books: Company shall provide the Books to Customer solely for supply to the Students enrolled at the School, as detailed in Customer Agreement
   2. The Customer shall promptly bring to the notice of the Company any and all instances of violation/infringement of the Company’s copyright and/or any intellectual property rights in the books and shall provide all assistance and cooperation which may be required by the Company to protect its copyright/intellectual property rights. The Customer shall not use any intellectual property, identification of or reference to any trade name, trademark, service mark, service name or symbol of the Company in any advertising or promotional efforts without the Company’s prior written consent. Further, the Customer accepts and acknowledges that all rights, title, ownership of the intellectual property rights including copyrights, trademark, service marks, design, copyright shall always exclusively remain and vest with the Company. The Customer further undertakes that it shall not during or after the Term of the Agreement and thereafter, challenge the title or right of the Company in the intellectual property rights and shall not do or cause to do anything that may dilute the right or title of the Company in its intellectual property.
   3. The Customer agrees that any unauthorized use of the Company’s intellectual property shall constitute an infringement to the Company’s intellectual property which shall be considered as a material breach of this Agreement. In the above event, Company shall be entitled to claim damages and seek injunctive relief from the Customer.
2. Warranty. Warranty Disclaimer. The Company makes no warranties, express or implied, with respect to the Books or any other accompanying material provided hereunder. The Company specifically disclaims all other warranties, express and implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, and of uninterrupted or error-free service, and all such warranties are hereby excluded to fullest extent permitted by law. Except as expressly provided herein Books are provided on an “as is” basis.
3. Offers. The Company may release certain offer(s) for the Customer from time to time in relation to supply of Books The offers available for the Customer on the date of execution of the Customer Agreement are detailed therein. Company reserves the right, at its sole discretion, to change, modify, add or remove these offer(s), in part or in whole, at any time.
4. Responsibilities & Obligations of Customer.
   • Customer shall ensure that the student count provided at any given time is true, accurate and correct. The Customer agrees that if the Customer has placed an order which is lower than the Minimum Committed Student Count, as provided in Customer Agreement, then the Company has the right to charge as specified in Customer Agreement. A breach of this Section will be considered as a material breach under this Agreement. Customer shall (i) ensure the availability of the Teachers, Students and other School staff and/or Users for conducting any exercise to ensure effective utilization of Books, including but not limited to conducting training, seminars, workshops and feedback session for the Teachers and Students; (ii) use the Books solely at the School and only for the classes and divisions as mentioned in Customer Agreement; (iii) comply with all Applicable Laws in performance of its obligations under this Agreement and while reselling the Books to the Students; (v) not copy, duplicate, modify, print, use or adopt any Intellectual Property Rights in the Books. It is hereby clarified that creating unauthorised copies of the Books or any portion of its content will be considered as a material breach of this Agreement; (iv) submit necessary KYC documents as may be required by the Company from time to time; and (v) Provide GSTN and PAN number in Customer Agreement along with submission a duly signed copy of GST registration certificate/PAN number immediately upon the execution of this Agreement for ascertaining the invoicing pattern failing which Customer will be deemed to be unregistered under Applicable Laws by Company.

Schedule C- Terms and conditions related to License of Platform

1. License Grant.
   1. Grant. Subject to the terms and conditions of this Agreement, the Company grants to the Customer a limited, non-exclusive, non-transferable license for the territory of India (without the right to sublicense, assign or transfer in any manner) to access and use the Platform during the Term solely for the Customer’s internal use, and as per the Scope of this Agreement provided in Section 2 of these Terms. It is hereby clarified that the license is solely granted for the Platform. Ancillary Products are provided solely to access/use or to be used in conjunction with the Platform and Ancillary Services are supplied solely for effectively using the Platform.
   2. Monitoring Rights. The Company will have the right to review and monitor the use of the Platform by the Customer and/or Users, in any manner as may be deemed fit by the Company, so as to ensure compliance with the terms of this Agreement.
   3. License Restrictions. The Customer shall not (i) permit any unauthorized User(s) to access/use the Platform, (ii) use the Platform except to the extent permitted in this Section; (iii) modify, alter or create any derivative work of the Platform or part thereof; (iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Platform or any other content that is contained or displayed in it; (v) upload, post, reproduce or distribute, on or through the Platform, any information that is obscene, defamatory, harassing, offensive or malicious; (vi) upload or post any information, on or through the Platform, data or other material protected by copyright, privacy law or any other Intellectual Property Right without first obtaining the permission/consent of the owner of such rights as per Applicable Laws; (vii) engage in spidering or harvesting, or participate in the use of any software, including spyware, designed to collect data from the Platform, including from other users of the Platform; or (viii) transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of Platform or related systems. Customer undertakes that Customer shall, upon becoming aware of a threatened or suspected infringement of the Intellectual Property Rights or any unauthorized use or threatened use of the Platform, promptly notify the Company and provide full particulars thereof and take all such steps as may be necessary, at its expense, to ensure cessation of such infringement and/or unauthorized usage immediately.
   4. Reservation of Rights. The Company reserves all rights to the Platform not otherwise expressly granted in this Section.
   5. Suspension. The Company may immediately suspend access to Platform or take other corrective measures without any liability or notice to Customer or the Users, if (i) it has reasonable information to believe that an abuse or misuse of the Platform is being caused, permitted or enabled by Customer or on Customer's behalf; (ii) User or the Customer attempts or permits another person to attempt unauthorized modifications to the Platform; or (iii) User's or Customer’s access to the Platform interferences with the use of the Platform by other users or customers, (iv) Customer/Users cause a condition which may place Company in potential or actual breach of its agreements with other parties or (v) Customer breaches any material terms of this Agreement. It is clarified that payment obligation of the Customer under this Agreement shall not be impacted by any temporary or permanent suspension of the Platform irrespective of the underlying reason for such suspension.
   6. Customer Data License. The Customer hereby grants to Company worldwide, irrevocable, non-exclusive and royalty-free license during the Term to (i) use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the Customer Data to provide any deliverables under this Agreement. (ii) aggregate and anonymize Customer Data to publish such aggregated and anonymized (non-personally identifiable) data, (ii) conduct benchmark studies, (iii) provide services/products (excluding the competing products/services currently offered by the Customer and as referred in the Agreement) made available by the Company and its Affiliates to the Users by utilizing the Customer Data provided that the Users will be free to avail such products/services in their sole discretion), and (iv) market the services of the Company and its Affiliates by utilizing the Customer Data.
2. Privacy Policy.
   1. Privacy Practices. Company’s privacy practices regarding personal information stored in the Platform are governed by the current version of the privacy policy (“Privacy Policy”) shared at website and mobile application of Company as amended from time to time.
   2. By accessing Company’s Platform, Customer acknowledges and consents to receive the marketing emails and messages from Company. Company will keep Customer informed about the latest offer and promotions from time to time.
3. Warranty.

   Warranty Disclaimer. The Company makes no warranties, express or implied, with respect to the Platform, Ancillary Products, Ancillary Services or any other accompanying material provided hereunder. The Company specifically disclaims all other warranties, express and implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, and of uninterrupted or error-free service, and all such warranties are hereby excluded to fullest extent permitted by law. The Company disclaims any warranty with respect the performance issues of the Platform (i) caused by factors outside of Company’s reasonable control; (ii) that result from any improper actions or inactions of Customer, Users or any third parties; (iii) that result from any inaccurate or incorrect information provided by Customer, Users or any third parties; (iv) that result from Customer’s data structure, operating environment or equipment; or (v) that arise due to any error or default in the Third Party Ancillary Products or Ancillary Services Except as expressly provided herein Platform, Ancillary Products and Ancillary Services are provided on an “as is” basis.

4. Offers.

   The Company may release certain offer(s) for the Customer from time to time in relation to supply of Platform Solution. The offers available for the Customer on the date of execution of the Customer Agreement are detailed therein. Company reserves the right, at its sole discretion, to change, modify, add or remove these offer(s), in part or in whole, at any time.

5. Responsibilities & Obligations of Customer.
   • The Customer shall be responsible for providing the Customer Data to the Company. Customer will provide true, accurate, current and complete Customer Data as may be necessary and shall promptly update the Customer details in Customer Agreement as well as the Customer Data to record any changes. Customer shall also comply with the requirements detailed in Customer Agreement.
   • Customer shall ensure that student count provided at any given time is true, accurate and correct. Customer shall ensure that student count registered in Company’s ERP Solution shall not be lower than actual Student count in School or class(es) (as may be applicable). In case of any discrepancy between actual student count and one available in the ERP Solution, the higher value will prevail. The Customer agrees that if the Customer has placed an order which is lower than the Minimum Committed Student Count, as provided in Customer Agreement, then the Company has the right to charge as specified in Customer Agreement. A breach of this Section will be considered as a material breach under this Agreement.
   • Customer shall (i) ensure the availability of the Teachers, Students and other School staff and/or Users for conducting any exercise to ensure effective implementation of the Platform Solution, including but not limited to conducting training, seminars, workshops and feedback session for the Teachers and Students; (ii) be responsible for obtaining and maintaining, at its expense, all the necessary computer hardware, software, modems, network, infrastructure, connection to the internet and other devices required to access/use the Platform; (iii) implement the Platform Solution and Company Ancillary Products solely at the School and only for the classes and divisions as mentioned in Customer Agreement; (iv) comply with all Applicable Laws in performance of its obligations under this Agreement; (v) notify Company immediately of any unauthorized use of the Platform or any other known or suspected breach of security and use reasonable efforts to stop any unauthorized use of the services that is known or suspected by Customer; (vi) not copy, duplicate, modify, print, use or adopt any Intellectual Property Rights in the Platform Solution. It is hereby clarified that creating unauthorised copies of any portion of its content will be considered as a material breach of this Agreement; (vii) submit necessary KYC documents as may be required by the Company from time to time; (viii) provide access to the Company and third parties supplying the Third Party Ancillary Products to the School for fulfilling the Company’s commitments under this Agreement including installation; and (ix) Provide GSTN and PAN number in Customer Agreement along with submission a duly signed copy of GST registration certificate/PAN number immediately upon the execution of this Agreement for ascertaining the invoicing pattern failing which Customer will be deemed to be unregistered under Applicable Laws by Company.
   • The Customer acknowledges that access to/use of Platform may require the use of Third-Party Ancillary Products. Customer acknowledges that the Company shall not be responsible or liable in any manner whatsoever for such Third-Party Ancillary Products, including but not limited to their accuracy, warranty, repair, quality, fitness or any other aspect thereof. The Third-Party Ancillary Products are provided to the Customer solely for accessing/using the Platform. Customer’s access and use of Third Party Ancillary Products shall be subject to terms and conditions of such third party manufacturing or supplying the Third Party Ancillary Product. The Customer acknowledges that the Third Party Ancillary Products are subject to only such warranty as may be provided by the manufacturer or supplier (as may be applicable) of the Third Party Ancillary Products, (if any) and accordingly the Customer will be liable for paying such third party directly for any service requirement or repair beyond warranty coverage offered by such third party or outside the warranty period of such coverage.
   • During the Term, the Ancillary Products will be supplied only once. Such Ancillary Products shall be supplied in the Year one or as may be determined by the Company, in its sole discretion from time to time. The model and brand of the Third Party Ancillary Product quoted by the Company (if any) cannot be guaranteed. The Company shall be free to replace the model and brand of the Third Party Ancillary Products with same, similar or higher functionality products.
   • The Customer shall comply with the product specifications, privacy policy and terms of usage displayed on the Company’s website(s) or application(s). The Customer shall also be liable for ensuring that the provisions of this Agreement including but not limited to the obligations of Customer shall be complied ‘as is’ by all Users.