42 LMS General Terms of Use.

Last Updated: April 19, 2020

Welcome to www.42lms.com ("42 LMS or LMS) or any other websites, products, software, and services (Collectively, the "Website") owned and operated by JRSPF Technologies Private Limited (''JRSPF''), a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at B-107, Prestige St Johns Woods, Suddegunte Palya, Near Forum Mall, Bangalore - 560029 India.

This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediaries Guidelines) Rules, 2011 read with Information Technology Act, 2000 and does not require any physical or digital signatures.

Before you may use the Website, you must read and agree to Privacy Policy on the 42 LMS website.

By accessing this website or any other websites, products, software, and services (Collectively, the "Website") of JRSPF (JRSPF) in any way, including using the services enabled via the website ("the Services") by JRSPF or users of the website ("Users"), you represent that you have read, understand, and agree to be bound by the Terms. If you do not agree to be bound by the Terms, you may not access or use the website or the Services in any way.

It is strongly recommended for you to return to this page periodically to review the most current version of the Terms & Conditions in force. JRSPF reserves the right at any time, at its sole discretion, to change or otherwise modify the Terms & Conditions without prior notice, and your continued access or use of the Website signifies your assent/ratification of the updated or modified Terms & Conditions. If you object to these Terms & Conditions or any subsequent modifications to these Terms & Conditions in any way, your only recourse is to immediately terminate use of the Website. We may require you to agree to additional Terms & Conditions (if any) between you and JRSPF in connection with specific services that you may avail from time to time.

Use by Children. Company collects limited personal information (e.g., first name) about minors on the site, but only where you, the minor's parent or legal guardian, has provided that information to Company during the registration process. Such information is not shared with third parties and is only shared internally, as described in Company's Privacy Policy.

In the event that we learn that we have collected personal information from a minor without parental consent, we will delete that information as quickly as possible. If you believe that your child or a minor may have provided us personal information beyond what is requested when signing up for the Website, please contact us at privacy@42lms.com

Additional Terms. For information regarding JRSPF's treatment of personally identifiable information, please review Company's current Privacy Policy, which is hereby incorporated into this General Terms of Use by reference.

If you are under the age of thirteen and using the Website or Services, the following terms also apply to you:

  • Remember, you must get your parent or guardian to read this Agreement before using the Website.
  • You will only access the Services using the Website or Services through your parent or guardian's profile, not anyone else's. You may not use the Website or Services using anyone else's application or User profile.

If you are accessing the Services as a parent, the following terms also apply to you

  • You will only allow the minor for whom you are legally responsible to use the Website and Application, and only through an account established and paid for by you.
  • You agree not to allow the minor to log into or use any chat room, feedback forum, or blog that may be present on the Website or through the Services.

You understand that your acceptance of this Agreement indicates that you are agreeing to these terms both on your own behalf as well as on behalf of your child or children who use the Website. Children under 18 must not use the Website, however, until after a parent has accepted this Agreement on their behalf.

For the avoidance of doubt, the Services include, but are not limited to, a learning management system that enterprises ("Enterprises") may subscribe to and provide to their instructors and learners ("Instructors" and "Learners") in connection with courses (each, a "Course"). JRSPF provides an account that enables a designated User, which means any user of the Services, including Learners, and Instructors, to manage the Services, manage Learner and Instructor access to the Services, and provide general support on behalf of an Enterprise.

Use of the Services and JRSPF Properties. The Website, the Services, and the information and content made available ("Content") by JRSPF on the Website and in the Services (collectively, the JRSPF Properties") are protected by copyright laws throughout the world. Subject to the Terms & Conditions, JRSPF grants you a limited license to reproduce portions of the JRSPF Properties for the sole purpose of using the Services for your personal purposes or, in the event you are an Instructor, your educational purposes.

Application License. JRSPF also provides a mobile application (the "Application") for use with the Services. Your use of the Application is governed by the End User License Agreement that accompanies the Application in the marketplace where you download it.

Key Restrictions. The rights granted to you in the Terms & Conditions are subject to the following restrictions:

  1. You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the JRSPF Properties
  2. You shall not use framing techniques to enclose any trademark, logo, or other JRSPF Properties
  3. You shall not use any metatags or other "hidden text" using JRSPF's name or trademarks
  4. You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the JRSPF Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law
  5. You shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Website
  6. Except as expressly stated herein, no part of the JRSPF Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and
  7. You shall not remove or destroy any copyright notices or other proprietary markings contained on or in the JRSPF Properties. Any future release, update or other addition to the JRSPF Properties shall be subject to the Terms & Conditions. JRSPF, its suppliers and service providers reserve all rights not granted in the Terms Terms & Conditions. Any unauthorized use of the JRSPF Properties terminates the licenses granted by JRSPF pursuant to the Terms Terms & Conditions.

Registration. In order to access certain features of the JRSPF Properties you must create an account ("Account"). Certain features are only available to Instructor Accounts.

Enterprise Accounts. If you are an Enterprise, JRSPF will provide you with access to an Instructor Account with admin panel, provided that you (1) provide any necessary information about you and/or your school when registering the Account ("Registration Data") and (2) accept the Terms Terms & Conditions. Using your Enterprise Account, you may create invitations for Instructor and Learner Accounts by generating invite codes that you may provide to them. You will be responsible for any activities, including any violation of the Terms & Conditions that occur under Instructor and Student Accounts created using your Enterprise Account.

Instructor Accounts. To create an Instructor Account, you must (1) be provided with access to an account invite code by an Instructor, (2) provide JRSPF with any Registration Data requested in the registration form, and (3) accept the Terms & Conditions.

Learner Accounts. To create a Learner Account, you must (1) be provided with access to an account invite code by an Instructor, (2) provide us with any Registration Data requested in the registration form, and (3) accept the Terms & Conditions.

Registration Data. In registering for the Services, you agree to (1) provide true, current, and complete Registration Data; and (2) maintain and promptly update the Registration Data to keep it true, current, and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify JRSPF immediately of any unauthorized use of your password or any other breach of security at hello@42students.com. You agree not to create or access an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the JRSPF Properties if you have been previously removed by JRSPF, or if you have been previously banned from any of the JRSPF Properties.

Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the JRSPF Properties, including but not limited to, a mobile device that is suitable to connect with and use the Application. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the JRSPF Properties.

Payment Terms. 42 LMS subscription may be offered by JRSPF for different terms and tenures. The key Subscriptions are described as in the pricing page. For Monthly Learn Subscription, please note that the customer's Learn Subscription will be due for renewal on a monthly basis. For example, if a customer has activated monthly Learn Subscription on 5th of February month, the Subscription will come up for renewal on 5th of March month.

You may select the Learn Subscription plan of your choice and you can change the Learn Subscription plan at any time by sending a note to hello@42students.com. The payment method(s) eligible to be used for different Learn Subscription plans may vary, and JRSPF reserves the sole right to determine the eligible payment methods for each Learn Subscription plan.

  1. The Subscription fee for Learn is stated in the pricing section of our pages at the www.42lms.com, for different Subscription terms, such as monthly or annual Learn Subscription. The Learn Subscription fee is non-refundable except as expressly set forth in these Terms & Conditions. Taxes may apply on the Subscription fee for Learn.
  2. Your Learn Subscription will be renewed consecutively for such terms, monthly or annual as chosen by you, (such renewal, "Auto Renewal"), if the payment method you have chosen for making payments towards your Learn Subscription supports Auto Renewal. In cases where you select an eligible payment method, the payment of the Subscription fees will be on a recurring basis (such payments, "Recurring Payments") and you authorize us to collect the Subscription fee for the next Subscription terms(s).

    In the event Recurring Payments is enabled for your Learn Subscription, you agree to be bound by the 'Recurring Payments for 42 LMS - Terms & Conditions', available below:

    1.1.1.Recurring Payments. The payments for a Subscription that is offered by affiliate(s) of JRSPF, may be made on a recurring basis (such payments, "Recurring Payments").

    It is clarified that the Subscription is provided on a subscription basis, and a customer is required to make periodic payments to continue to avail the services and the benefits of the Subscription. The Subscription may be offered under different plans for varying durations, such as monthly or annual, as may be determined by the entity offering the Subscription. You may opt for any Subscription plan offered, subject to the terms and conditions of the Subscription.

    JRSPF or its affiliates may, at any time, without any notice to you, discontinue offering Recurring Payments for a Subscription. You will not be bound to avail Recurring Payments for the payments towards your Subscription, and you may opt to cancel the Recurring Payments for your Subscription in the event Recurring Payments option is available and has been enabled.

    In the event Recurring Payments has been initiated for your Subscription, you agree to be bound by these Terms in addition to the terms and conditions applicable to your Subscription.

    1.1.2.Eligible Payment Methods. Recurring Payments may be available for the Subscription only in the event a payment method registered with your www.42lms.com account and selected by you for the purpose of Recurring Payments is current, valid and acceptable to us, for the purpose of Recurring Payments. Such method is hereinafter referred to as "Payment Method".

    We reserve the right to decide the Payment Methods eligible for Recurring Payments. We may also choose to extend the Recurring Payments to selected Payment Methods or products offered by a bank. In other words, our recognition of a specific Payment Method or product offered by a particular bank would not imply our recognition of other Payment Methods or products offered by such bank.

    JRSPF may provide you the option to change your Payment Method for payment of Subscription fees using Recurring Payments, provided however such Payment Method is eligible for Recurring Payments. In the event the option is made available by JRSPF and in case of such change, to activate Recurring Payments through such new Payment Method, you will need to enable Recurring Payments on such new Payment Method.

    You are solely responsible for the accuracy of the information about the Payment Method provided by you, including without limitation card (credit or debit) details.

    1.1.3. Enable Recurring Payments. Recurring Payments will be enabled automatically for your Subscription, if you chose an eligible Payment Method. Recurring Payments may also be initiated at the time you are changing the plan for your Subscription. In such cases of change, Recurring Payments will be enabled for a Subscription plan, even if the same was not enabled for the previous plan of the Subscription.

    Once Recurring Payments has been enabled, your Subscription will auto renew for the duration of the Subscription plan chosen by you and you will be charged automatically for the Subscription fees, through the Payment Method registered with your www.42lms.com account and selected by you for Recurring Payments, on the last day of each Subscription plan. For avoidance of any doubts, it is clarified that auto renewal will be effective on the expiry of your then current Subscription plan.

    Your Subscription may begin with a free trial or promotional period, and the payments of Subscription fees may be charged on expiry of such period, if the Recurring Payments is enabled for your Subscription. Under such free trial or promotional period, you may not be required to pay any Subscription fees or may be required to pay a discounted amount of Subscription fees.

    Before Recurring Payments is enabled and effected for your Subscription, a token amount may be charged on the Payment Method proposed to be used by you (for Recurring Payments), for verification or authentication purposes. Once the verification or authentication is successful, you will be registered for Recurring Payments and the token amount charged will be refunded to you. This verification or authentication shall also be undertaken in case of a change in the Subscription plan, if the subsequent plan chosen by you is eligible for Recurring Payments, as a result of which Recurring Payments is being enabled for such subsequent plan.

    You agree, understand and acknowledge that JRSPF may engage third party payment processors or gateway service providers to facilitate processing of Recurring Payments. Accordingly, you may be required to adhere to any terms and conditions of such third-party payment processors or gateway service providers, as communicated to you, from time to time.

    1.1.4. Subscription. Subscription will be made available to you, upon payment being charged to your Payment Method. Once Recurring Payments has been enabled for your Subscription, you authorize us to charge the Subscription fees for the duration of the next Subscription plan during the subsistence of your Subscription, unless you cancel or disable Recurring Payment, by means specified by us and applicable at such time. In this case your Subscription will not renew automatically.

    In case you cancel your Subscription before the end of then current Subscription plan, you will not be entitled to any compensation, monetary or otherwise, from JRSPF and/or its affiliates for the unutilized period of your Subscription plan. It is clarified that the refund of the Subscription fees (if any) shall be governed by 42 LMS Terms & Conditions. The amount of Subscription fees shall be governed by the terms of the Subscription, and you acknowledge that the same is subject to change.

    1.1.5. Disable or Cancel Recurring Payments. You may and have the sole right to decide to cancel or disable Recurring Payments for your Subscription by contacting hello@42students.com. For avoidance of any doubts, it is clarified that if you cancel or disable Recurring Payments or auto renewal of your Subscription, your then on-going Subscription will continue for the remainder of the Subscription period, however in the event you cancel or disable Recurring Payments during the free trail or promotional period, any unavailed period shall lapse and will not be available to you.

    In the event: (a) you cancel or disable Recurring Payments or auto renewal of your Subscription, or (b) one of your Recurring Payments is declined for any reason whatsoever, including without limitation, expiry of your card: your Subscription will not renew at the end of your then current Subscription plan. In such scenarios, you will be required to make payments separately for your Subscription fee to continue to avail the Subscription for any additional period or duration. Your new Subscription plan will begin on the later of: (i) the date on which your then current Subscription plan ends, or (ii) the date on which the Payment Method selected by you is successfully charged for such additional period or duration of the Subscription.

    1.1.6. Notification and Communication. You authorize us to communicate with you, through emails, in connection with your Subscription and/or Recurring Payments. You acknowledge that we may also communicate with you through our affiliate(s) providing the Subscription or the benefits of the Subscription to you.

    1.1.7. Disclaimer of Liability. You agree that we will not be liable for any losses or damages suffered by you on account of your use of Recurring Payments for the Subscription, including as a result of any fraud in connection with any payment of Subscription fee using your Payment Method.

    You have the sole right to decide to cancel or disable the Auto Renewal of your Learn Subscription by contacting JRSPF customer support at hello@42students.com

  3. By signing-up for Learn Subscription, you understand that Paid Learn Subscription only becomes effective upon successful authorization of payment or successfully enabling Recurring Payments (for Auto Renewal of your Subscription) through the >www.42lms.com website (as the case may be).

    If Auto Renewal of your Learn Subscription has been enabled your Subscription will renew automatically for a Subscription term one after the other, unless you expressly select to cancel or disable Auto Renewal or Recurring Payments for your Learn Subscription.

    For the avoidance of doubts, it is clarified that once Auto Renewal has been enabled, monthly Learn Subscriptions renew automatically on a monthly basis and annual Learn Subscriptions renew automatically on an annual basis.

  4. Add-On Product Payment Terms. Some of the Courses, Applications and Financial Services offered as part of the Services are available to Enterprises, Instructors and Learners in exchange for a fee. You may purchase such Courses, Applications and Financial Services by following the directions on the Site. If you purchase a Course, App or Financial Service, you agree to pay the then-current applicable Course, App or Financial Service fee listed on the Site ("Course or App or Financial Service Fees") and JRSPF will bill the credit card or any other payment account you submit in purchasing the Course or Application or Financial Service.
  5. Subscription Activation. Your paid Learn Subscription will be activated only on successful payment for Learn Subscription made through the www.42lms.com website.
  6. Subscription Cancellation. You may cancel your Paid Learn Subscription any time by sending us a note at hello@42students.com. If you cancel the Learn Subscription, you will continue to have access to the Learn Subscription Service through the end of your billing period. To the extent permitted by the applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial membership periods. If you cancel your membership, your account will automatically close at the end of your current billing period.

    For the avoidance of doubt, the cancellation and refund process provided under this section, shall apply to you irrespective of whether Auto Renewal or Recurring Payments has been enabled for your Learn Subscription or not.

  7. Promotional Trial Subscriptions. We may sometimes offer trials or other promotional Subscriptions to certain customers, which are subject to these Terms except as otherwise stated in the relevant promotional offers. Such trial or promotional Subscriptions may be subject to conditions prescribed by JRSPF. These relevant conditions and the term / tenure for such promotional Subscriptions may be different from the Terms & Conditions. Some of such trials or promotional Subscription may be available to you only in the event Auto Renewal of your Learn Subscription is enabled for your Subscription.
  8. Agreement Changes. We may in our discretion change these Terms & Conditions, www.42lms.com, in Terms of Use and Privacy Notice, or any aspect of Learn Subscription, without notice to you. If any change to these terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED SUBSCRIPTION AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR SUBSCRIPTION.
  9. Termination by Us. We may terminate your Learn Subscription at our discretion without notice. If we do so, to the extent permitted by the applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial membership periods. It is clarified that if the Auto Renewal of your Learn Subscription is enabled, even then, you'll not be provided any refund for the Subscription term for which you have been charged.
  10. Limitation of Liability. IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS AS LISTED ABOVE, IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO LEARN. OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE LAST SUBSCRIPTION FEE YOU PAID. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR LEARN SUBSCRIPTION.

Content Responsibility & Accountability.

  1. Types of Content. You acknowledge that all Content, including the JRSPF Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not JRSPF, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through the JRSPF Properties ("Your Content"). Other Users of the JRSPF Properties, and not JRSPF, are similarly responsible for all Content such other Users Make Available through the JRSPF Properties ("User Content").
  2. No Obligation to Pre-Screen Content. You acknowledge that JRSPF has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although JRSPF reserves the right in its sole discretion to pre-screen, refuse, or remove any Content that (1) violates any law or regulation, (2) violates these Terms, including the User Code of Conduct set forth below hereof, and/or (3) otherwise creates liability for JRSPF.

Ownership

  1. JRSPF Properties. Except with respect to Your Content and User Content, you agree that JRSPF and its suppliers own all rights, title and interest in the JRSPF Properties. JRSPF's name and other related graphics, logos, service marks and trade names used on or in connection with the JRSPF Properties are the trademarks of JRSPF and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the JRSPF Properties are the property of their respective owners.
  2. Your Content. Your Content shall at all times remain your sole property and you agree that you have no right, title or interest in or to any other Content that appears on or in the JRSPF Properties. You represent that you have all necessary right, power and authority to post Your Content to the JRSPF Properties. You agree to allow JRSPF and its applicable contractors to freely host, reproduce, transmit, modify, display and otherwise use Your Content (in whole or in part) as reasonably necessary to provide the Services to you, and in accordance with JRSPF's agreement with your Enterprise, if applicable.
  3. Your Account. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the JRSPF Properties, you hereby expressly permit JRSPF to identify you by your username as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.
  4. User Code of Conduct. As a condition of use, you agree not to use the JRSPF Properties for any purpose that is prohibited by the Terms & Conditions or by applicable law. Do not post, or permit others to post, content on the JRSPF Properties or on your profile that (i) encourages illegal activities, is fraudulent, or is unlawful; (ii) insults, defames, harasses, or threatens others; (iii) violates the copyright or intellectual property or privacy rights of others; (iv) contains obscene, vulgar, pornographic, or libelous material; (v) harms or impersonates others, including other Users; or (vi) advertises or sells a product or service. Do not reproduce content from your Course or other Learners unless allowed by the express copyright terms laid out by the Instructor (e.g. Creative Commons). Do not share the solutions to assignments with others unless this is expressly authorized by the Instructor. Do not submit the work of others as your own work. Respect the privacy of other Users. Respect the diversity of opinions and cultures that will be presented by other Users. Do not attempt or engage in, any potentially harmful acts that are directed against the JRSPF Properties, including but not limited to violating or attempting to violate any security features of the JRSPF Properties, introducing viruses, worms, or similar harmful code into the JRSPF Properties, or interfering or attempting to interfere with use of the JRSPF Properties by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the JRSPF Properties. If you believe that someone has violated this code of conduct, begin by notifying the Instructor of the Course. If the issue is not addressed by the Instructor to your satisfaction, contact hello@42students.com with your concerns.
  5. Submissions. You agree that submission of any ideas, suggestions, documents, and/or proposals to JRSPF through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that JRSPF has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to JRSPF a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the JRSPF Properties.
  6. Investigations. JRSPF may, but is not obligated, to monitor or review the JRSPF Properties and Content at any time. Without limiting the foregoing, JRSPF shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although JRSPF does not generally monitor user activity occurring in connection with the JRSPF Properties, if JRSPF becomes aware of any possible violations by you of any provision of the Terms, JRSPF reserves the right to investigate such violations, and JRSPF may, at its sole discretion, terminate your license to use the JRSPF Properties, or change, alter or remove Your Content, in whole or in part.

Interactions with Other Users.

  1. User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that JRSPF reserves the right, but has no obligation, to intercede in disputes among Users. You agree that JRSPF will not be responsible for any liabilities incurred as the result of such interaction.
  2. Content Provided by Other Users. The JRSPF Properties may contain User Content provided by other Users. JRSPF is not responsible for and does not control User Content. JRSPF has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

Third-Party Websites. The JRSPF Properties may contain links to third-party websites ("Third-Party Websites"). When you click on a link to a Third-Party Website, we will not warn you that you have left the JRSPF Properties and are subject to separate terms and conditions or privacy policies. Such Third-Party Websites are not under the control of JRSPF. JRSPF is not responsible for any Third-Party Websites and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.

  1. App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third-party from which you received the Application, e.g., the Apple or Android app stores.

Data Security & Authorization.

  1. Data Security. JRSPF will ensure that all Services are performed in a manner that complies with any applicable data protection, data security, and data breach laws or regulations of any jurisdiction in which JRSPF operates or processes data, and the rules and regulations thereunder, all as may be amended or supplemented from time to time (collectively, "Data Security Regulations").

    JRSPF will implement and maintain reasonable administrative, technical and physical safeguards, and other security measures appropriate for the protection of any data provided by you or any authorized users that will be maintained by JRSPF as part of the Services ("Data") against unauthorized use or disclosure.

    JRSPF acknowledges that Data may also include (i) certain information about a natural person that identifies such person or could reasonably be used to identify such person, or relates to a person and is associated with information that could reasonably be used to identify such person and is classified as protected or restricted from disclosure or use under Data Security Regulations ("Protected Personal Data"), (ii) information about an entity that is proprietary or otherwise confidential ("Sensitive Entity Data") , and/or (iii) data arising from the aggregation and analysis of any of the foregoing.

    JRSPF will promptly (and in any event within three business days or such shorter period as may be required under applicable Data Security Regulations) notify Customer of the occurrence of any event that constitutes or is reasonably suspected to constitute a "breach" or any equivalent term under any applicable Data Security Regulation or an unauthorized disclosure of Protected Personal Data or Sensitive Entity Data (a "Data Security Breach").

    In the event of a Data Security Breach, unless required by applicable law, Company will only be required to provide the notices and basic information and will not be required to notify the individuals or entities whose Protected Personal Data or Sensitive Entity Data has been disclosed. Each party will also reasonably cooperate with the other party in connection with the investigation of such Data Security Breach. JRSPF will not, except as may be required by applicable Data Security Regulations or other laws, make any public announcements relating to such Data Security Breach without Customer's prior written approval.

  2. Personal Data Protection Bill. JRSPF acknowledges and understands that Customer may be required to protect certain personally identifiable information (PII) and student education records from disclosure under the Personal Data Protection Bill.

    To the extent that Company may be subject to Personal Data Protection Bill in its performance of Services under this Agreement, Company agrees to: (i) use and/or disclose any such PII and student education records only as needed for the performance of the Services and provide additional value added/marketing products and services; (ii) secure all PII and student education records related to Customer's students using industry standard security practices, which will include procedures at least as stringent as those data security standards as Company is required to maintain under this Agreement.

  3. Authorization. Customer (inclusive of enterprises, instructors and learners) specifically understands and agrees and authorizes JRSPF to share your personal information with its group companies and other third parties, in so far as required for marketing purposes/offering various Services and/or to provide you with various value-added services, in association with the Services selected by you or otherwise.

    You agree to receive communications through e-mails, telephone and/or SMS, from JRSPF or its third-party vendors regarding the Services/ancillary Service updates, information/promotional emails and/or product announcements

    If you request not to receive such communication or marketing material any further, it shall be applicable prospectively only and shall not apply in respect to your data already shared by JRSPF with its partners upon your prior consent. In case you do not wish to receive any such communication/marketing materials from our partners, we request you to kindly get in touch with them independently, without involving JRSPF. In case of any difficulty, please reach out to us at hello@42students.com

WARRANTIES, LIMITATIONS OF LIABILITY AND INDEMNIFICATION.

  1. Disclaimer of Warranty. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THE WEBSITE:
    1. THE OFFERINGS ARE PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, JRSPF AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
    2. NEITHER JRSPF NOR ITS LICENSORS WARRANT THAT THE FUNCTIONS OR INFORMATION CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS CUSTOMER MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR COMPUTER SYSTEM OR SOFTWARE; AND
    3. JRSPF AND ITS LICENSORS MAKE NO GUARANTEE OF ACCESS TO OR OF ACCURACY OF THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE OFFERINGS.
  2. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE:
    1. ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE
    2. ANY LOSS OR CORRUPTION OF DATA OR
    3. ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH BELOW, IN NO EVENT SHALL JRSPF OR ITS LICENSORS' CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
  3. Essential Basis. You acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth here form an essential basis of this Agreement, and that, absent any such disclaimers, exclusions or limitations of liability, the terms of this Agreement, including, without limitation, the economic terms, would be substantially different.
  4. Indemnification.
    1. Indemnification by Customer. In addition to any indemnification obligations set forth in an applicable Website, Customer will indemnify, defend and hold harmless JRSPF, its affiliates and their respective directors, officers, employees, agents, successors and assigns (each a "JRSPF Indemnitee") from and against any and all losses, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising from any claim, suit or proceeding brought by a third party against an JRSPF Indemnitee arising out of Customer's

      a) gross negligence or willful misconduct; or

      b) breach of representation and warranty under the Agreement.

    2. Indemnification by JRSPF. In addition to any indemnification obligations set forth in an applicable Website, JRSPF will indemnify, defend and hold harmless Customer, its affiliates and their respective directors, officers, employees, agents, successors and assigns (each a "Customer Indemnitee") from and against any and all losses, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising from any claim, suit or proceeding brought by a third party against a Customer Indemnitee arising out of JRSPF's

      a). gross negligence or willful misconduct; or

      b). breach of representation and warranty under the Agreement.

    3. Inapplicability to Infringement. For the avoidance of doubt, the indemnification obligations set here shall not apply to infringement, which is addressed below hereof.

INFRINGEMENT

  1. JRSPF Infringement Obligations. If any third party brings a claim against Customer alleging that the Offering infringes a patent or a copyright under applicable law of any jurisdiction in which Customer is using the Offering, Customer must promptly notify JRSPF in writing and make no admission in relation to such alleged infringement. Provided that Customer has promptly fulfilled all of the foregoing obligations and is not in material breach of the Agreement, JRSPF shall indemnify, defend, and settle such claim, at its own expense and option: (a) procure Customer the right to use the Offering, (b) modify or replace the Offering to avoid infringement; or (c) refund the applicable fee paid for the current term. In the event that JRSPF exercises option (a) above, it shall have the sole and exclusive authority to defend and/or settle any such claim or action, provided that JRSPF will keep Customer informed of, and will consult with any independent legal advisors appointed by Customer at Customer's own expense regarding the progress of such defense.
  2. Exceptions. JRSPF shall have no liability to Customer under above section or otherwise for any claim or action alleging infringement based upon:

    (a) any use of the Offering in a manner other than as specified by JRSPF

    (b) any combination of the Offering with other products, equipment, devices, software, systems or data not manufactured or provided by JRSPF to the extent such claim is directed against such combination

    (c) the Customer Content, or the use of the Customer Content, or

    (d) any modifications or customization of the Offering by any person other than JRSPF or an JRSPF-authorized third party (any of the foregoing, separately and collectively, "Customer Matters").

  3. Customer Infringement Obligations. Customer shall, at its own expense, indemnify and, at JRSPF's option, defend JRSPF and each other JRSPF Indemnitee against any losses, damages or expenses (including, without limitation, reasonable attorneys' fees and costs) arising from any claim, suit or proceeding brought by a third party against an JRSPF Indemnitee arising out of a Customer Matter and shall pay any damages finally awarded or settlement amounts agreed upon to the extent based upon a Customer Matter (any of the foregoing indemnifiable matters, each a "JRSPF Claim"), provided that Customer will not settle any JRSPF Claim unless such settlement completely and forever releases each JRSPF Indemnitee with respect thereto or unless JRSPF provides its prior written consent to such settlement. JRSPF agrees (a) to provide Customer with prompt written notice of any JRSPF Claim, and (b) to provide such assistance as Customer may reasonably request, at Customer's expense, in order to settle or defend any such JRSPF Claim.
  4. Exclusive Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 8 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF EACH PARTY, AND THE EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO CLAIMS BY ANY THIRD-PARTY ALLEGING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.

MISCELLANEOUS MATTERS.

  1. Severability. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term or provision shall be construed (a) to have been modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law, and (b) to give effect to the intent of the Parties (including, without limitation, with respect to the economic effect of the Agreement), and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.
  2. Conflict Resolution. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Karnataka, India
  3. Modification and Waiver. No modification, amendment, supplement, or other change to this Agreement will be effective unless set forth in writing and signed by duly authorized representatives of JRSPF and Customer. No waivers under this Agreement will be effective unless expressly set forth in writing and signed by a duly authorized representative of the Party against whom enforcement thereof is sought. The failure of either Party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver of such provision or right with respect to subsequent claims (unless expressly so stated in a valid amendment or waiver), and no waiver of any provision or right shall affect the right of the waiving Party to enforce any other provision or right herein.
  4. Assignment. No right or obligation of Customer under this Agreement may be assigned, delegated or otherwise transferred, whether by agreement, operation of law or otherwise, without the express prior written consent of JRSPF, and any attempt to assign, delegate or otherwise transfer any of Customer's rights or obligations hereunder, without such consent, shall be void. Subject to the preceding sentence, this Agreement shall bind each Party and its permitted successors and assigns.
  5. Marketing/PR. Customer may agree to be included and/or actively participate in public relations activities, including, but not limited to, press releases, traditional and social media engagement, blogs, etc. at Customer's sole option. All activities are at the discretion of JRSPF and will be approved by the Customer before publication. Customer and JRSPF shall work together to ensure completion of all PR/media activities as soon as practical after contract Effective Date.
  6. Remedies. The Parties agree that any breach of confidentiality or proprietary rights would cause irreparable injury for which no adequate remedy at law exists; therefore, the Parties agree that equitable remedies, including without limitation, injunctive relief and specific performance, are appropriate remedies to redress any such breach or threatened breach of this Agreement, in addition to other remedies available to the Parties. All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently and shall not be deemed exclusive except as provided in Section above. If any formal dispute resolution is brought to enforce any obligations hereunder, the prevailing Party shall be entitled to receive its legal fees, costs and other collection expenses, in addition to any other relief it may receive.
  7. Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, and, in the case of notices to JRSPF, sent to JRSPF Inc., Attn: General Counsel, B-107, Prestige St Johns Woods, Bengaluru KA, 560029 or to such other address as shall be given in accordance with this Section, and, in the case of Customer, to the address on the applicable Order Form, and shall in each case be effective upon receipt. Alternatively, Customer may provide notices to, provided that Customer provides an email address to JRSPF for notices which JRSPF may send to Customer.
  8. Force Majeure. Except with regard to payment obligations, neither Party will be responsible for any failure to fulfill its obligations due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars, terrorist acts or inability to obtain any export or import license or other approval or authorization of any government authority.
  9. Export Control. Customer shall not export or allow the export or re-export the Offering, any components thereof or any Confidential Information of JRSPF without the express, prior, written consent of JRSPF and except in compliance with all export laws and regulations of the Government of India and all other relevant agencies and authorities, and, if applicable, relevant foreign laws and regulations.
  10. Relationship. JRSPF and Customer are independent contracting parties. This Agreement shall not constitute the Parties as principal and agent, partners, joint venturers, or employer and employee.