Documents for foreign customers

These terms of services (“terms”) are designed to bind an agreement between Vidya Mantra Corporation (“we”, “us”, “our” or “Vidya Mantra”) and the user (“you” or “your”)  of Vidya Mantra’s website or its related services (“services”) such as hosting, training and software development. 

We retain full rights on updating these terms of services from time to time without any prior notice to the users. Please read the whole document carefully before using our website or our services, as using them (with or without subscription/payment) will indicate your acceptance to our terms.

These Terms are designed in accordance to the the Information Technology Act, 2000 and the Information technology rules, 2011. User must also comply with all the local rules applicable on online conduct. Any discrepancy with these terms or any other policies with respect to our services, the provisions of these terms shall prevail.

Vidya Mantra Corporation Pvt. Ltd. provides a non-transferable, revocable and non-exclusive license to use its related services, Stringently in accordance to its Legal Terms.

All Information including but not limited to Vidya Mantra’s content, trade names, images, logo and services are proprietary information of Vidya mantra Corporation Pvt. Ltd., no such information may be reproduced, copied, republished, posted, distributed or transmitted in any way without the prior permission from Vidya Mantra.

Hosting service

With our hosting service we provide an option to choose from different hosting modes which also involves the use of other third party servers apart from our own, hence , user must provide complete and accurate information during registering themselves for our hosting services. Moreover, any disparity in this information will allow us to take any legal action against you. Users must maintain confidentiality of their account and password and agree to notify us promptly for any unauthorised access or suspected breach of their account.

Other related services

We also provide a wide range of other e-learning related services (visit https://www.vidyamantra.com/services for more information). User must agree to provide all the correct and complete information before subscribing to any of our service. User must also at all time take the responsibility of their actions taking place on their portal designed or provided by us.

General Terms

User agree to not get engaged in any of the activities that; i) involves copying, distributing or disclosing any part of Vidya Mantra’s services to any third party; ii) materially disrupts or abuses any aspect of the network, security system or website of Vidya Mantra; iii) includes uploading inappropriate data, virus, worms or any other unwanted software agent through the services; iv) generates or facilitates unsolicited or unauthorised advertising or marketing communications including but not limited to spams; v) involves collecting any personally identifiable information to other third party; vi) violates or facilitates the violation of the legal rights of others vii) interferes with the proper working of the service; viii) constitutes abuse in Vidya Mantra’s sole discretion. 

You agree not to access or attempt to access the services by any means other than the interface provided by Vidya Mantra. You will not use the services for fraudulent or illegal purpose including the storage or transmission of content infringing the intellectual property rights of others, or to communicate any message or material that is deemed harassing, indecent, obscene or otherwise unlawful. 

Anti-Discrimination

Vidya Mantra strictly discourage any act related to discrimination and hence will not tolerate or support its services being used to discriminate individuals, especially based on their age, race, cast, sexual orientation, disability or their nationality. Users are not allowed to promote or incite any such activities.

Modification and termination of service

You hereby acknowledge that Vidya Mantra (or Vidya Mantra licensors or suppliers) own all legal rights, titles and interests, including any intellectual property rights which exist in the Services (whether those rights are registered or unregistered). 

To discontinue your use of the Services, you must notify Vidya Mantra by raising a support ticket at “support@vidyamantra.com”. Notwithstanding any provision of these Terms, Vidya Mantra reserves the right to discontinue provision of the Service, certain features and functionality, or restrict access in its sole discretion with or without notice to you. If Vidya Mantra reasonably determines that you are not using the Services, or any features or functionality within the Service, in a reasonable and normal manner, Vidya Mantra reserves the rights to impose limits on or terminate your use of the Service.

You agree that you are solely responsible for the content that you or your authorized users create, transmit, display, use, store and/or redistribute while using our services. User must understand that, if any confidential or personally identifiable information is used in the service then it may be viewed, read, modified and/or deleted by other users of the service. User must also agree that Vidya Mantra has no obligation with respect to any user content. 

You are responsible for the accuracy, legality, quality, integrity, and intellectual property ownership rights of your content. You must ensure that your content complies with these Terms, along with Vidya Mantra’s Privacy Policy and other applicable policies, laws and regulations. You acknowledge that Vidya Mantra may access, use, preserve, or disclose your account information and user content, if legally required to do so. User agrees that disclosure is reasonably necessary to comply with legal process or request; to enforce these Terms; security or technical issues; to detect or prevent fraud; to protect the rights, property or safety of Vidya Mantra, its users, or the public as permitted by law. 

Vidya Mantra shall not be responsible or liable for the deletion, correction, destruction, damage or loss of any user content. If Vidya Mantra receives notice that any content created by user, transmit, display or store while using the Services violates any law or infringes any third party rights, Vidya Mantra shall have the right to immediately suspend access to the Services without any prior notice.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED BY VIDYA MANTRA IS ON “AS IS” AND “AS AVAILABLE” BASIS. YOU ALSO ACKNOWLEDGE THAT VIDYA MANTRA’S WEBSITE AND ITS RELATED SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER DEFECTS, WHICH VIDYA MANTRA SHOULD NOT BE LIABLE OF. YOUR ACCESS TO OUR WEBSITE OR OTHER RELATED LINKS, IS AT YOUR SOLE RISK. VIDYA MANTRA PROVIDES NO WARRANTY WHETHER EXPRESSED OR IMPLIED ON SOME GROUNDS INCLUDING TITLE, SATISFACTORY QUALITY AND FITNESS OF OUR SERVICES. VIDYA MANTRA DOES NOT WARRANT OR REPRESENT THAT (I) THE SERVICES PROVIDED BY THEM WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE (II) THE SERVICES WILL MEET USER’S REQUIREMENT/S (III) ALL THE SERVICES WILL BE SECURED (IV) ALL ERRORS WILL BE CORRECTED, OR (V) OPERATION IN THE COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. USER MUST UNDERSTAND THE COST AND RISK ASSOCIATED WITH THE USAGE OF SERVICES INCLUDING BUT NOT LIMITED TO INTERNET ACCESS FEE, DEVICE COST, EXPENSE RELATED TO BACK-UP AND DAMAGE TO ANY SOFTWARE. USER UNDERSTAND THE RISK RELATED WITH ANY KIND OF DATA DOWNLOAD INCLUDING PLUGINS THROUGH THE USE OF SERVICES. USER WILL BE SOLELY RESPONSIBLE FOR ANY SORT OF DAMAGE TO THE COMPUTER SYSTEM OR ANY DATA THAT MIGHT BE RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL DURING THE SERVICES. USER AGREE THAT ANY INFORMATION OR ADVICE, EITHER ORAL OR WRITTEN, PROVIDED BY VIDHYA MANTRA OR FROM ITS SERVICES WILL NOT CREATE ANY WARRANTY. HOWEVER SEVERAL JURISDICTIONS DOES NOT ALLOW THE EXCLUSION OF SOME CONDITIONS, SO SOME OF THE ABOVE MENTIONED TERMS MAY NOT BE APPLICABLE TO YOU.

VIDYA MANTRA, IN NO EVENT SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS RELATED TO THE SERVICES AND DIRECT OR INDIRECT, (I) INCOME LOSS (II) LOSS OF DATA (III) PROFIT LOSS (IV) LOSS OF OPPORTUNITY , OR (V) COST RELATED TO RECOVERY OR ANY OTHER DAMAGE. VIDYA MANTRA IS ALSO NOT LIABLE FOR ANY NEGLIGENCE OR BREACH OF CONTRACT EVEN IF THEY HAVE BEEN ADVISED FOR THE POSSIBILITY OF SUCH DAMAGE. HOWEVER SEVERAL JURISDICTIONS DOES NOT ALLOW THE EXCLUSION OF SOME CONDITIONS, SO SOME OF THE ABOVE MENTIONED TERMS MAY NOT BE APPLICABLE TO YOU.

User must agree to defend and hold Vidya Mantra and its affiliates, employees, agents and other related individuals harmless from and against any claim, damage, cost or debt, liabilities, losses and any sort of expense arising from (I) user’s violation of any term indicated in this agreement (II) the access of Vidya Mantra’s website and its services, including transmitted and received data (through user) (III) breach of any warranty mentioned in this agreement (IV) user’s violation of any third party right including but not limited to the intellectual property rights (V) any claim arising from any content used by the user (VI) user’s violation of any regulation or applicable law (VII) user’s equipment or business.

User agrees to contact sales@vidyamantra.com first, for any dispute with Vidya Mantra. This will inturn resolve the matter informally. However, in any unfortunate situation where Vidya Mantra is not able to resolve the dispute or any claim, Vidya Mantra agrees to resolve such dispute by binding to Arbitration and Conciliation Act, 1996. The user and Vidya Mantra agrees to pay applicable fee to the arbitrator, to settle down the dispute.

This GDPR Data Processing Addendum (“DPA”) forms an integral part of our Master Subscription Agreement. This denotes that all our customers can rely on our GDPR DPA terms whenever they use/purchase/subscribe/access our services or provide us with their personal information. 

This DPA document forms an agreement between Vidya Mantra Corporation, USA (Company, Vidya Mantra, Data Processor) and the Customer (Client, Data Controller) (together Parties) for subscription or purchase of services (included in Annex 1).  

By taking these services, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its authorized Affiliates, if and to the extent Vidya Mantra processes Personal Data for which such authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and authorized Affiliates . All capitalized terms not defined herein shall have the meaning set forth in the Agreement. 

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be applicable to enter in this Data Processing Addendum.

• If a Customer purchase or subscribes any service provided by the company then they automatically enters this DPA.
• If a Customer entering this DPA is a party to the earlier signed Agreement, this DPA is an addendum to and forms part of that Agreement. In such case, Company’s entity that is a party to the Agreement is a party to this DPA. 
• If the Customer entity entering this DPA has executed an Order Form with Vidya Mantra or its Affiliate pursuant to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms.

Definitions

In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly

1. “Applicable Laws” means (a) European Union or Member State laws with respect to any Organization’s Personal Data in respect of which any Organization’s Member is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Company Personal Data in respect of which any Company Group Member is subject to any other Data Protection Laws
2. “Company Affiliate” means an entity that owns or controls, is owned or controlled by or is under common control or ownership with Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise
3. “Company Group Member” means Company or any Company Affiliate
4. “Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of a Company Group Member pursuant to or in connection with the Agreement
5. “Contracted Processor” means Vendor or a Subprocessor
6. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country
7. “EEA” means the European Economic Area
8. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR
9. “GDPR” means EU General Data Protection Regulation 2016/679
10. “Restricted Transfer” means:
    1. transfer of Personal Data from any Company Group Member to a Contracted Processor; or
    2. an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section 9.
11. “Services” means the services and other activities to be supplied to or carried out by or on behalf of Vendor for Company Group Members pursuant to the Principal Agreement
12. “Standard Contractual Clauses” means the contractual clauses set out in Annex 3
13. “Subprocessor” means any person (including any third party and any Vendor Affiliate, but excluding an employee of Vendor or any of its subcontractors) appointed by or on behalf of Vendor or any Vendor Affiliate to Process Personal Data on behalf of any Company Group Member in connection with the Agreement.

Data Processing 

1. Scope and Roles  This DPA applies when Customer Data is processed by Vidya Mantra. In this context, Vidya Mantra will act as “processor” to Customer who will act as “controller” (as each term is defined in the GDPR).
2. Customer Controls The Services provide Customer with a number of controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data as described in the Documentation. Customer may use these controls as technical and organisational measures to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from data subjects.
3. Details of Data Processing 
   1. • Subject matter. The subject matter of the data processing under this DPA is Customer Data. 
      • Duration. As between Vidya Mantra and Customer, the duration of the data processing under this DPA is determined by Customer. 
      • Purpose. The purpose of the data processing under this DPA is the provision of the Services initiated by Customer from time to time.
      • Nature of the processing. Compute, storage and such other Services as described in the Documentation and initiated by Customer from time to time. 
      • Type of Customer Data. Customer Data uploaded to the Services under Customer’s accounts. 
      • Categories of data subjects. The data subjects may include Customer’s customers, employees, suppliers and end-users (teachers, students).

    

4. Compliance with Laws Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this DPA, including the GDPR.

Confidentiality of Customer Data

Vidya Mantra will not access or use, or disclose to any third party, any Customer Data, except, in each case, as necessary to maintain or provide the Services, or as necessary to comply with the law or a valid and binding order of a governmental body. If a governmental body sends Vidya Mantra a demand for Customer Data, Vidya Mantra will attempt to redirect the governmental body to request that data directly from Customer. As part of this effort, Vidya Mantra may provide Customer’s basic contact information to the governmental body. If compelled to disclose Customer Data to a governmental body, then Vidya Mantra will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless Vidya Mantra is legally prohibited from doing so.

Rights of a Data Subject

Binding to GDPR, this DPA provides Data Subject’s with right of access, right to rectification, restriction of Processing, erasure (”right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making.

Customer Instructions

The parties agree that this DPA constitute Customer’s documented instructions regarding Vidya Mantra’s processing of Customer Data (“Documented Instructions”). Vidya Mantra will process Customer Data only in accordance with Documented Instructions. Additional instructions outside the scope of the Documented Instructions (if any) require prior written agreement between Vidya Mantra and Customer, including agreement on any additional fees payable by Customer to Vidya Mantra for carrying out such instructions. Customer is entitled to terminate this DPA and the Agreement if Vidya Mantra  declines to follow instructions requested by Customer that are outside the scope of, or changed from, those given or agreed to be given in this DPA.

Security

1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Vidya Mantra shall in relation to the Customer’s Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

Sub-processing 

Customer agrees that Vidya Mantra may use sub-processors to fulfill its contractual obligations under this DPA or to provide certain services on its behalf, such as providing cloud services. The customer can demand the list of sub-processors and has the right to object any of the sub-processor and Vidya Mantra shall try to find a way out to fulfil the need. Customer consents to Vidya Mantra’s use of sub-processors as described in this Section. Except as set forth in this Section, or as Customer may otherwise authorise, Vidya Mantra will not permit any sub-processor to carry out processing activities on Customer Data on behalf of Customer.

Vidya Mantra authorises its sub-processors as described below;

1. Vidya Mantra will restrict the sub-processor’s access to Customer Data only to what is necessary to maintain the Services or to provide the Services to Customer and any End Users in accordance with the Documentation and Vidya Mantra will prohibit the sub-processor from accessing Customer Data for any other purpose
2. Vidya Mantra will enter into a written agreement with the sub-processor and, to the extent that the sub-processor is performing the same data processing services that are being provided by Vidya Mantra under this DPA
3. Vidya Mantra will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the sub-processes that cause Vidya Mantra to breach any of its obligations under this DPA

Security breach incident

Vidya Mantra will (a) notify Customer of a Security Incident without undue delay after becoming aware of the Security Incident, and b) take reasonable steps to mitigate the effects and to minimise any damage resulting from the Security Incident. Vidya Mantra shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within Vidya Mantra’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

Transfer of Personal Data

1. Regions. Customer may specify the location(s) where Customer Data will be processed within Vidya Mantra’s server locations. Once Customer has made its choice, Vidya Mantra will not transfer Customer Data from Customer’s selected Region(s) except as necessary to provide the Services initiated by Customer, or as necessary to comply with the law or binding order of a governmental body. If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses.
   
2. Application of Standard Contractual Clauses. The Standard Contractual Clauses will apply to Customer Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognised by the European Commission as providing an adequate level of protection for personal data (as described in the GDPR). The Standard Contractual Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA. Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply if Vidya Mantra has adopted Binding Corporate Rules for Processors or an alternative recognised compliance standard for the lawful transfer of personal data (as defined in the GDPR) outside the EEA.

Termination of the DPA

This DPA shall continue in force until the termination of the Agreement (the “Termination Date”).

Return or Deletion of Customer Data

The Services provide Customer with controls that Customer may use to retrieve or delete Customer Data as described in the Documentation. Up to the Termination Date, the Customer will continue to have the ability to retrieve or delete Customer Data in accordance with this Section. For 90 days following the Termination Date, Customer may retrieve or delete any remaining Customer Data from the Services, subject to the terms and conditions set out in the Agreement, unless prohibited by law or the order of a governmental or regulatory body or it could subject Vidya Mantra or its Affiliates to liability. No later than the end of this 90 day period, Customer will close all Vidya Mantra accounts. Vidya Mantra will delete Customer Data when requested by Customer by using the Service controls provided for this purpose by them.

Duties to Inform

Where Customer Data becomes subject to confiscation during bankruptcy or insolvency proceedings, or similar measures by third parties while being processed by Vidya Mantra, the company will inform Customer without undue delay. Vidya Mantra will, without undue delay, notify all relevant parties in such action (e.g. creditors, bankruptcy trustee) that any Customer Data subjected to those proceedings is Customer’s property and area of responsibility and that Customer Data is at the Customer’s sole disposition.

Entire Agreement; Conflict

Except as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between any other agreement between the parties including the Agreement and this DPA, the terms of this DPA will control, except that the Service Terms will control over this DPA.

Vidya Mantra as an EdTech company offers below mentioned services: 

• Managed hosting 
• Software development and customisation 
• Software integration 
• E-learning consulting 

Vidya Mantra as an official Moodle partner provides below mentioned Moodle services: 

• Moodle hosting 
• Moodle mobile app development 
• Integration 
• Customisation 
• Training 
• E-Commerce services 
• Support

Nature and Purpose of Processing

Vidya Mantra will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Services. 

Duration of Processing 

Subject to Section 10 of the DPA, Vidya Mantra will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing. 

Categories of Data Subject  

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects: 

• Details of employees (e.g. teachers) 
• Details of other end users (e.g. students)

Type of Personal Data 

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: 

• First and last name 
• Title 
• Position 
• Organisation’s name 
• Contact information (email, phone, physical business address) 
• ID data 
• Localisation data

Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection 

The entity identified as “Customer” in the DPA (the “data exporter”) 

and 

Vidya Mantra Corporation, 3824 Cedar Springs Rd #801-5501 Dallas, TX 75219 

(the “data importer”)

each a “party”; together “the parties”, 

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

For the purposes of the Clauses:

1. 1. ‘personal data‘, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

1. 1. ‘the data exporter‘ means the controller who transfers the personal data; 

1. 1. ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

1. 1. ‘the subprocessor‘ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

1. 1. ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established; 

‘technical and organisational security measures‘ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. 
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

The data exporter agrees and warrants: 

1. 1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
   2. that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses; 
   3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
   4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
   5. that it will ensure compliance with the security measures; 
   6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
   7. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
   8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
   9. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
   10. that it will ensure compliance with Clause 4(a) to (i).

The data importer agrees and warrants: 

1. 1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract; 
   2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
   3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
   4. that it will promptly notify the data exporter about:
   5. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation, 
   6. any accidental or unauthorised access, and 
   7. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
   8. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
   9. at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
   10. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
   11. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
   12. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
   13. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered. 
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities. 
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: 
   • to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; 
   • to refer the dispute to the courts in the Member State in which the data exporter is established. 
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. 
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter.Where the data importer subcontracts its obligations under Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement. 
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring a claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses. 
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established. 
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore. 
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

Data exporter 

The data exporter is the entity identified as “Customer” in the DPA 

Data importer 

The data importer is Vidya Mantra Edusystems Private Limited

Data subjects 

Data subjects are defined in Section 2.3 of the DPA. 

Categories of data 

The personal data is defined in Section 2.3 of the DPA. 

Processing operations 

The personal data transferred will be subject to the following basic processing activities (please specify): The processing operations are defined in Section 2.3 of the DPA.

This Appendix forms part of the Clauses and must be completed by the parties. 

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached): 

The technical and organisational security measures implemented by the data importer are as described in the DPA.

These Universal Terms of Service (Terms) are between Vidya Mantra Corporation, USA (referred to as we, us, our and VIDYA MANTRA) and the individual, organisation or other entity agreeing to these Terms (referred to as you or your), collectively referred to as the Parties or each a Party.

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES AND WEBSITES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on June 07, 2017. It is effective between You and Us as of the date of You accepting this Agreement.

1. 1. In this agreement the singular includes the plural and vice versa and any gender includes any other gender and the neuter.
   2. Websites means our websites including keytoschool.com, vidyamantra.com, themecaters.com, vidyamantra.com, congrea.com and related websites.
   3. Services means our products, software, services and websites.
   4. Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.
   5. Insolvency Event means the occurrence of any of the following events in which a Party: 
      • Is unable to pay its debt as they fall due;
      • Makes or commences negotiation with a view to making, a general rescheduling of its indebtedness, a general assignment, scheme or arrangement or composition with its creditors;
      • Takes any corporate action or any steps are taken or legal proceedings are started for:
        • Its winding-up, dissolution, liquidation or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by the other Party (which approval will not be unreasonably withheld); or
        • The appointment of a controller, receiver, administrator, office manager, trustee or similar officer of it or of any of its revenues and assets; or
      • Seeks protection or is granted protection from its creditors, under any applicable legislation.

1. 1. Your use of our services and websites is subject to the terms of a legal agreement between you and VIDYA MANTRA.
   2. Your agreement with us will also include Additional Terms applicable to the Services, in addition to the Master Subscription Agreement. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of that Service.
   3. The Master Subscription Agreement terms, together with the Additional Terms, form a legally binding agreement between you and us in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
   4. If there is any contradiction between what the Additional Terms say and what the Master Subscription Agreement terms say, then the Additional Terms shall take precedence in relation to that Service.
   5. We have offices, partners, contractors, and affiliated legal entities throughout the United States & other countries. Sometimes, these affiliates will be providing the Services to you on behalf of VIDYA MANTRA itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
   6. Services may use third party products and services. Third party terms do not form a part of these Terms.

1. 1. These Terms form a binding legal agreement between the Parties. By using the Website and Services, you agree to comply with and be legally bound by these Terms. Please read these Terms carefully. If there are any questions regarding these Terms, you should contact us using the contact details at the end of these Terms.
   2. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
   3. You acknowledge and agree to these Terms by:
      • ticking ‘I Agree’, or
      • (ii) accessing or using the Services or Website; or 
      • (iii) making part or full payment for the Services. If you do not agree to these Terms, you should cease accessing or using the Services and Website immediately. If you are agreeing to these Terms on behalf of an organisation, you represent and warrant that you have the power and authority to enter into and bind such organisation.
   4. You may not use the Services and may not accept the Terms if
      • You are not of legal age to form a binding contract with us, or
      • You are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally Binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING ALL SECTIONS OF THIS AGREEMENT, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Please review the applicable Service’s Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

1. 1. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to us will always be accurate, correct and up to date. Please see our most recent Privacy Policy for details.
   2. You agree to use the Services only for purposes that are permitted by
      • the Terms and 
      • any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
   3. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by us, unless you have been specifically allowed to do so in a separate agreement with us. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).
   4. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Routine use of your software license or subscription is not in and of itself a disruption.
   5. Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
   6. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which we may suffer) of any such breach.

1. 1. You agree and understand that you are responsible for creating secure passwords and maintaining the confidentiality of passwords associated with any account you use to access the Services.
   2. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account.
   3. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at support@vidyamantra.com or via our helpdesk portal.

1. 1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form
      • Fees are based on Services and subscriptions purchased
      • Payment obligations are non-cancelable and fees paid are non-refundable
      • Quantities purchased cannot be decreased during the relevant subscription term.
   2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 5 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
   3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, 
      • those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or 
      • We may condition future subscription renewals and Order Forms on payment terms shorter than those specified.
   4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 10 or more days overdue (or 5 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 5 days’ prior notice that Your account is overdue, before suspending services to You.
   5. Payment Disputes. We will not exercise Our rights under this Section (9) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
   6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
   7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

1. 1. Unless you have agreed otherwise in writing with us, nothing in the Terms gives you a right to use any of our trade names, trademarks, service marks, logos, and other distinctive brand features.
   2. For the duration of the agreement, and to the extent necessary for the purpose of provision of the service, you authorise us to use any Intellectual Property which subsists in the Data you provide in connection with the use of your Account and the provision of the Services, including copyright in any third party logos or other materials, solely for the purposes of enabling you to access and use the Services and Website and for any other purpose related to provision of Services and Website to you and the performance of our obligations under these Terms.
   3. For the duration of the agreement, and to the extent necessary for the purpose of provision of services, you grant us a non-exclusive, royalty-free, worldwide licence to use, copy, transmit, store, and back-up your information and Data, solely for the purposes of enabling you to access and use the Services and Website and for any other purpose related to provision of Services and Website to you and the performance of our obligations under these Terms.
   4. You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license.
   5. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.
   6. Title to and all Intellectual Property rights in any Data you input into Services and Website remain your property. However, your access to the Data and continued use of Services, Website and any Sites is contingent on payments of your Paid Package Fee.
   7. We acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with us, you agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.

1. 1. We acknowledges and agrees that we will not use, disclose or reference any Data except for support purposes in accordance with these Terms or as required for us to provide the Services.
   2. You represent and warrant that:
      • Any and all Data you submit via the Services and Website are your sole and exclusive property; or
      • You have secured any and all authorisation and rights to use the Data as applicable under the relevant laws.
   3. If you purchase or use Third Party Products in conjunction with the Services, you acknowledge that we may allow these Third Parties to access any inputted Data as required for the interoperation of the Third Party Products to the Services. We are not responsible for any disclosure, modification or deletion of Data resulting from any such access by Third Parties.
   4. You acknowledge and agree that:
      • We are not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s) or agents or any User; and
      • You are responsible for complying with all laws and regulations regarding the use and disclosure of your Data or other requirements under law or corresponding foreign domestic law.
   5. We will use and maintain security systems for the transmission of Data, consisting of encryption and “firewall” technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. These measures are intended to prevent unauthorised Data infiltration or security breaches. We do not guarantee the security of any Data you store on servers of your contractors or third party service providers, including but not limited to the Third Parties.

1. 1. The Services may include hyperlinks to other web sites or content or resources. We may have no control over any web sites or resources that are provided by companies or persons other than VIDYA MANTRA.
   2. You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
   3. You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

It is our policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.

1. 1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that
      • Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
      • Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
      • Is received from a third party without breach of any obligation owed to the Disclosing Party, or
      • Was independently developed by the Receiving Party
   2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to 
      • Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and 
      • Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Application Provider or Service Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
   3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

Our Personnel. We will be responsible for the performance of Our personnel (including Our employees, partners and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

1. 1. Nothing in these terms, shall exclude or limit our warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
   2. You expressly understand and agree that your use of the services is at your sole risk and that the services are provided “as is” and “as available.” Any service level assurance will be as set forth in a separate service agreement between you and VIDYA MANTRA.
   3. In particular, VIDYA MANTRA, its offices, partners and contractors do not represent or warrant to you that:
      • Your use of the services will meet your requirements,
      • Your use of the services will be uninterrupted, timely, secure or free from error,
      • Any information obtained by you as a result of your use of the services will be accurate or reliable, and 
      • That defects in the operation or functionality of any software provided to you as part of the services will be corrected.
   4. Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
   5. No advice or information, whether oral or written, obtained by you from us or through or from the services shall create any warranty not expressly stated in the terms.
   6. We further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

1. 1. You acknowledge that although we will take reasonable steps to ensure that the Services will be fit for the purposes as advertised, we do not guarantee that:
      • the Services or Website will meet your requirements as the functionality of the Services and Website is dependent configuration on your Device and other components;
      • the Website and Services will work in each of your desired use case scenarios; and
      • the Website or Services can be executed on every operating system, as it is impossible to test each variant.
   2. We do not warrant that use of Services or Website will be uninterrupted or error free. The operation of Services and Website is dependent on public telephone services, computer networks, the Internet, which can be unpredictable and may from time to time interfere with the use of the Services and Website. We accept no responsibility for any such interference or prevention of your use of the Services or Website.
   3. All risk arising out of the use or performance of Services and Website remains with you. You understand and agree that the use of the Services, Website, material or data downloaded or otherwise obtained through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. We are not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services and Website, any third party software or operating system.
   4. To the maximum extent permitted by law, we and our licensors disclaim all warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights or lack of viruses, for the Services or Website. In no event will we or our licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of these Terms, the use of or inability to use the Services or Website, even if we were advised of the possibility of such damages.
   5. You acknowledge that we may pursue any available equitable or other remedy against you as a result of a breach by you of any provision of these Terms.
   6. We or our licensors liability for breach of any of its obligations under these Terms for the Services or Website, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total price paid by you for the Services. Our total liability to you for all damages in connection with the Services will not exceed the price paid by you under these Terms for the 12 months period prior to the act which gave rise to the liability. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
   7. You acknowledge and agree that we will not be liable for any non-compensatory damages including punitive, aggravated, multiple, exemplary, liquated or any other non-compensatory damages or the consequences of non-payment.
   8. Customer Indemnity. You agree to indemnify, defend, and hold harmless VIDYA MANTRA, its parent company, and their affiliates and subsidiaries, and all employees, officers, directors, partners, representatives or any such entity, from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorney’s fees) asserted against or suffered by VIDYA MANTRA arising out of any breach of this Agreement by you, your Users, or your customers.
   9. Our Indemnity. We agrees to indemnify, defend, and hold harmless Customer from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorneys’ fees) asserted against or suffered by Customer arising out of any claim alleging that the Services as provided by us infringe any third party’s intellectual property rights.

1. 1. The Services identify Term Lengths, which apply until terminated by either you, or us as set out below.
   2. If you want to terminate your legal agreement with us, you may do so by
      • Notifying VIDYA MANTRA with a 5 day notice via email or from client portal and 
      • closing your accounts for all of the Services which you use, where we have made this option available to you.
   3. We may at any time, terminate its legal agreement with you if:
      • You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or 
      • We are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or 
      • Any partner or third party vendor with whom we offered the Services to you has terminated its relationship with us or ceased to offer the Services to you; or 
      • We are transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service;or 
      • The provision of the Services to you by us is, in our opinion, no longer commercially viable. Except in the case of a termination because of your breach, following any early termination by us, a pro-rata refund will be provided to you effective from the date that the specified Services are no longer available to you.
   4. Nothing in this Section shall affect our rights regarding provision of Services under this agreement.
   5. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and us have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

1. 1. For information about our data protection practices, please read our Privacy Policy. This policy explains how VIDYA MANTRA treats your personal information, and protects your privacy, when you use the Services.
   2. You agree to the use of your data in accordance with our Privacy Policies.

1. 1. We give you non-assignable and non-exclusive license to use the software provided to you by us as part of the Services as provided to you by us (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by the Terms.
   2. Unless we have given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

1. 1. We may make changes to the Master Subscription Agreement Terms or Additional Terms from time to time. When these changes are made, we will make a new copy of the Terms available at https://www.keytoschool.com/terms. Terms will be made available to you from within, or through, the affected Services. Attempts will be made to notify you directly of these changes via email and through the our Support Portal.
   2. You understand and agree that if you continue to use the Services 30 days after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms. Prior to 30 days after the change in the any Terms, you may terminate your Services with us without penalty and receive a pro-rata refund for any and all remaining balances based on contractual terms.

1. 1. Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about our Services or Website, please contact us using the relevant contact form as set out on the Website.
   2. If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
      • The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
      • If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
   3. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

Any notice required or permitted to be given to the User under these Terms will be addressed to the User at the email address provided by the User.

Where these Terms provide that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in these Terms, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to these Terms.

If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provisions in question will not be affected.

1. 1. Neither Party is authorised to bind the other Party in any way without prior written consent of the other Party.
   2. The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.

Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.

1. 1. These Terms are personal to you. You must not assign or deal with the whole or any part of its rights and/or obligations under these Terms without our prior written consent.
   2. Any purported dealing in breach of this clause is of no effect.

1. 1. Any failure or delay by us in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent us from exercising that power or right or any other power or right.
   2. We are not liable to you for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

Except as expressly stated to the contrary in these Terms, the powers, rights and/or remedies of a Party under these Terms are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in these Terms merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to these Terms or any other person.

If performance of these Terms or any obligation under these Terms is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (Force Majeure), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

1. 1. If you are located in the United States of America, this Agreement will be governed by, and construed in accordance with, the laws of the state of Delaware, without reference to conflicts of laws, and all disputes arising out of or related to this Agreement will be brought exclusively in the courts located in the state of Delaware; provided, however, that neither party will be prevented from enforcing any related judgment against the other party in any other jurisdiction.
   2. If you are located in any country other than the United States of America, this Agreement will be governed by, and construed in accordance with, the laws of the Delhi and the federal laws of India applicable therein, without reference to conflicts of laws, and all disputes arising out of or related to this Agreement will be brought exclusively in the courts located in the Province of Delhi; provided, however, that neither party will be prevented from enforcing any related judgment against the other party in any other jurisdiction.

1. 1. The Terms constitute the whole legal agreement between you and us and govern your use of the Services (but excluding any services which we may provide to you under a separate written agreement), and completely replace any prior agreements between you and us in relation to the Services.
   2. You agree that we may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
   3. You agree that if we does not exercise or enforce any legal right or remedy which is contained in the Terms (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
   4. You acknowledge and agree that each member of the group of companies of which we are the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or we shall be a third party beneficiary to the Terms.

For any questions, notices, issues or feedback, please use the contact methods as set out on the Website or email us at legal@vidyamantra.com

Technical Support Agent – A person charged with providing front line support via support ticket, phone, email, and chat applications.

Business Hours – Vidya Mantra Client Portal is available 24/7/365.

Fundamentals Training – Training courses that cover the essentials of an application to enable you to fulfill the day to day tasks required of the system.

Order Confirmation – Means either: 

• The online Order Confirmation that you submit to Vidya Mantra via the Vidya Mantra Website, or 
• Any other written Order Confirmation (either in electronic or paper form) provided to you by Vidya Mantra for the signature that describes the Hosting Services you are purchasing, and that may be signed by you, either manually or electronically.

Subscription – The subscription to support services is valid for the length of the term.

Support Fees – The fees paid by you for the Support offering under your ordering document (signed Order Confirmation) include the Support described in this Policy. Depending on your support level, you may not be separately invoiced for support provided as part of the Support offering.

Support Period – Support is effective upon the effective date specified on your signed Order Confirmation, and ends upon the expiration or termination of the Support offering under such signed Order Confirmation  (the “support period”). We are not obligated to provide support beyond the end of the support period.

We are committed to providing rapid, high-quality assistance to customers that encounter technical issues with the products we offer. Customers can contact our skilled technical support agents for help.

This Technical Support Policy applies to the LMS Support offerings.

This Policy applies to the technical support provided by us as part of the offering acquired by you under your Order Confirmation or when technical support is provided as part of hosting services. Customers who receive Custom Level Services or Custom Level Extended Support may request support via phone or directly from their client portal. Such clients have received specific information on those contact numbers at the time they contracted services. Support is subject to the terms and conditions of the Order Confirmation document. Support does not include services for any of our offering or program that is not expressly provided by us as part of the offering under your Order Confirmation. 

As used in this Technical Support Policy, “you” and “your” refers to the individual or entity that has ordered Support from us. We will provide support in accordance with our privacy policy available on our website.

This Technical Support Policy is subject to change at our discretion; however, Our policy changes will not result in a material reduction in the level of support provided during the period for which fees for the applicable offering have been paid.

You are required to establish and maintain the organization and processes to provide “First Line Support” directly to your users. First Line Support shall include but not be limited to following.

1. A direct response to users with respect to inquiries concerning the application environment, functionality or operation of the application environment.
2. A direct response to users with respect to problems or issues with the application environment.
3. A diagnosis of problems or issues of the application environment.
4. A resolution of problems or issues with the application environment.

If after reasonable efforts you are unable to diagnose or resolve problems or issues you may contact Vidya Mantra for “Second (2nd) Line Support”. Second Line Support shall consist of the following.

1. A diagnosis of problems or issues with the application environment
2. Reasonable efforts to resolve reported and verifiable errors in the application environment so that it performs in all material respects.

We may review service requests logged by your technical contacts, and may recommend a specific organization and process changes to assist you with the practices described in this Support Policy.

Your technical contacts, we recommend up to 3 per organization, are the sole liaisons between you and us for support of the Support programs. Your technical contacts must have, at minimum, initial product Fundamentals Training and, as needed, supplemental training appropriate for a specific role or implementation phase, specialized product usage, and/or migration. Your technical contacts must be knowledgeable of the Technical Support Policy and your application environment in order to help resolve system issues and to assist us in analyzing and resolving service requests. When submitting a service request, your Technical Support Agent should have a baseline understanding of the problem you are encountering and an ability to reproduce the problem in order to assist us in diagnosing and triaging the problem. To avoid interruptions in support services, you must notify us whenever technical contact responsibilities are transferred to another individual.

Vidya Mantra may review service requests logged by your technical contacts, and may recommend specific training to help avoid service requests that would be prevented by such training.

Our Technical Support consists of assistance with service requests through our online Client Portal at which is available 24/7/365.

There are three support levels.

Standard Support – It comes with our hosting services, without any additional fee.

Extended Support – Customers can buy this support at additional cost.

Dedicated Support – Here, the customer will receive a dedicated support manager and depending on purchased subscription, multiple dedicated full time support personnel will be assigned for your support.

Support includes but is not limited to following depending on your support levels. 

Service requests for Technical Support may be submitted online through our Client Portal or by email. The service request severity level is selected by you and Vidya Mantra and should be based on the following severity definitions:

* The response time is in business hours and does not mean that the ticket is resolved; instead, the ticket will at least be verified within the above time frame.

Initial Severity Level – At the time we accept a service request, we will record an initial severity level of the service request based on the Severity definitions defined above. Vidya Mantra’s initial focus, upon acceptance of a service request, will be to resolve the issue(s) underlying the service request. The severity level of a service request may be adjusted as described below.

Downgrades Of Severity Levels – If, during the service request process, the issue no longer warrants the severity level currently assigned based on its current impact on the production operation of the Support program, then the severity level will be downgraded to the severity level that most appropriately reflects its current impact.

Upgrade of Severity Levels – If, during the service request process, the issue warrants the assignment of a higher severity level than that currently assigned based on the current impact on the production operation of the application environment, then the severity level will be upgraded to the severity level that most appropriately reflects its current impact. In requesting any assignment of a higher severity level, you must provide us with sufficient information that demonstrates the increased impact of the issue on the production operation of the service.

Adherence to Severity Level Definitions – You shall ensure that the assignment and adjustment of any severity level designation is accurate based on the current impact on the production operation of the Support program. You acknowledge that we are not responsible for any failure to meet performance standards caused by your misuse or mis-assignment of severity level designations.

If you believe in good faith that you have not received quality or timely assistance in response to a Support service request or that you urgently need to communicate important support related business issues to our management, you may escalate the service request to the Support Services Manager. The escalation process should not be used if you wish to change the reported business impact of the reported issue(s).

For service requests that are escalated, our Support Services Manager will be responsible for managing your escalation. The manager will work with you to develop an action plan and allocate the appropriate Vidya Mantra resources. If the issue underlying the service request continues to remain unresolved, you may request that it be escalated to the next level within Vidya Mantra as required. To facilitate the resolution of an escalated service request, you are required to provide contacts within your organization that are at the same level as that within Vidya Mantra to which the service request has been escalated.

Upgrade means a subsequent release of the application which we generally make available for subscription to its supported customers at no additional license fee, provided you have a subscription offering that includes software upgrades for such subscription for the relevant time period. Upgrades are provided when available (as determined by us) and may not include all versions previously available. We are under no obligation to develop any future features or functionality. Any upgrade made available will be scheduled for installation. Notifications will be sent regarding the scheduled date and time of the upgrade.

It may become necessary as a part of Vidya Mantra’s product lifecycle to retire support certain version releases of a product and, therefore, Vidya Mantra reserves that right.

You must remain on a supported application environment including applications and platforms to receive technical support. If an application retires support for its product, you may be required to upgrade to a current supported product or application to continue receiving technical support services from us.

*Third-party custom plugins developed for your LMS will require consultation and auditing from us prior to installation on your Production site. We reserve the right to refuse installation based on results of the audit.

Vidya Mantra shall have no obligation to provide technical support with respect to the software due to any:

• Repairs or modifications to the application environment made by other than Vidya Mantra which has caused damage to the software or the hosting environment.
• Customer’s connection of a device or a program to the software which makes support impractical or which has caused damage to the software or which is not included.
• On-site support
• Out of working hours support
• Application training
• Application deployment walkthroughs
• Theme development or configuration
• Report research and development
• Our Technical Support Agents are not consultants and their assistance is limited to technical issues that you may encounter with the software. If your query requires training or development, you will be given the option to confer with an experienced consultant for further assistance. Additional fees may apply depending on the service of the request.
• Limited or no Technical Support for additional custom plugins, or changes made to the application environment by code changes or requested hosting platform adjustments.
• Service outages and/or decreased performance due to custom plugins, code changes, or requested adjustments to the hosting platform excludes our liability and commitment to the Hosting SLA

Some of the actions out of the scope of the standard support offering may be offered as a separate paid service.

The Vidya Mantra Client Portal is our customer portal for Technical Support. Access to the Client Portal is governed by this Technical Support Policy as well the Acceptable Use Policy, which are subject to change. A copy of these terms are available upon request. Access to the Client Portal is limited to your designated technical contacts and is included as part of our offering acquired through your purchase described in your Order Confirmation.

Toll Free:   1.855.800.5577 (USA)

Phone:    +91 9971035577 (India)

Client Portal: https://www.vidyamantra.com/portal/

E-mail: support@vidyamantra.com

Emergency : alert@vidyamantra.com

Escalations: sales@vidyamantra.com

CEO: jai@vidyamantra.com