Please read these terms of service carefully and confirm your acceptance before availing our services. These Terms of Service describe the Services we will provide to you, how we will work together and other aspects of our business relationship. We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance, these Terms of Service form a legally binding agreement between you and MyPreschool. Our Services are available to you only upon your acceptance of these Terms of Service. In case any of the terms are not acceptable to you, please do not proceed to use any of our Services. BY ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE. We periodically update these terms and we will let you know when we do through an email that you have used to access your Subscription Services (if you have one), and by posting a revised copy on our website. You agree to review these Terms of Service on a regular basis and always remain in compliance. 1. DEFINITIONS
The Subscription Fees will remain unchanged during the Subscription Term of the Sign up Form and be subject to escalation only at the time of each renewal, at the rate set out in the relevant Pricing section.
In case Services are being procured for only a portion of a month during initiation of Services, the Subscription Fees will be charged
2. SCOPE OF SERVICES
2.1 Subscription Services 2.1.1 During the Subscription Term, we will provide you access to use the Subscription Services in accordance with these Terms of Service and the relevant Sign up Form. You may, at any time, subscribe to additional features of the Subscription Services (existing features or new features that may be made available by us from time to time) by executing an additional Sign up Form. We may update the Platform from time to time, without adversely affecting the Subscription Services. We, however, are under no binding obligation to release new features or updates to the Platform. We make no representations as to future features and functionalities, irrespective of any public announcements or comments in this regard. 2.1.2 Subscription Services will be made available 24 hours a day, 7 days a week, except for Planned Downtime or Force Majeure. 2.2 Consulting Services 2.2.1 Consulting Services will be provided by us in accordance with the relevant Sign Form. Unless otherwise agreed, Consulting Services will be performed remotely and rendered in English. 2.3 Third Party Service Providers or Third-Party Software 2.3.1 We may use third-party service providers, including application service providers and hosting service providers, for rendering any of the Services hereunder without seeking further consent from you, but we will continue to be responsible for such Services. We, will however, not be responsible for any third-party service providers engaged by you or any third-party software that may be procured by you, whether with or without our consent and notwithstanding that the same may be integrated with the Services.
3.USE OF SUBSCRIPTION SERVICES
3.1 Grant of Rights 3.1.1 We grant you a non-transferable, non-exclusive, worldwide right to permit Users authorized by you to access and use the Services in accordance with these Terms of Service, the relevant Create User Form inside your dashboard and all laws and regulations applicable to you. 3.2 Acceptable Use 3.2.1 You will comply with the Acceptable Use Policy. Specifically, you will not: 3.2.2 use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; 3.2.3 use the Subscription Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Services; 3.2.4 attempt to gain unauthorized access to the Subscription Services; 3.2.5 make the Services available to anyone other than authorized Users; 3.2.6 sell, resell, rent or lease the Services unless explicitly permitted in the relevant Sign up Form; 3.2.7 use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; 3.2.8 use the Services to store or transmit malicious code; 3.2.9 access the Subscription Services other than through the interface provided by us; 3.2.10 create derivative works based on the Services or the Software unless we have been explicitly authorized by you; 3.2.11 reverse engineer the Services or the Software or access the Services in order to: (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services; or 3.2.12 use the Subscription Services for any purpose or in any manner that is unlawful under applicable laws or prohibited by under these Terms of Service. 3.3 Service Usage Limitations 3.3.1 The use of Services may be limited by criteria specified at http://mypreschool.in/#pricing or may be more accurately described in the relevant Sign up Form. Some examples of limitation are: number of unique Users who can access the portal, number of contacts that can be managed, and number of days after which visit data will be flushed 3.4 Service Overuse 3.4.1 We reserve the right to monitor and audit your usage of the Services to determine if the use is within relevant Service Usage Limitations. Any overuse of Services, if technically permitted, will be brought to your notice and may lead to pro-rata additional billing or suspension of the Services, or both. 3.5 Intimation of Unauthorized Use 3.5.1 You are responsible to ensure that the Services are used in accordance with these Terms of Service and will notify us immediately of any unauthorized use of your account or Users’ identifications and passwords by sending an email to firstname.lastname@example.org
4. FEES AND PAYMENT TERMS
4.1 Unless otherwise agreed in the relevant Sign up Form, you shall pay us the amounts set out below as fees for the Services: 4.1.1 Subscription Fees 4.1.2 Towards Subscription Services, you will pay the Subscription Fees set out in the relevant Pricing section. The Subscription Fees will remain fixed during the Subscription Term unless: 188.8.131.52 there is an overuse of the Services, whereby you exceed the maximum contacts, email send limit, visits, User or other applicable limits, as set out in the relevant Service Usage Limitations; 184.108.40.206 you upgrade products or base packages; or 220.127.116.11 you subscribe to additional or new features or new packages or products, including additional contacts. 4.1.3 In case of overuse of Subscription Services, we shall be entitled to charge an additional fee for such overuse on a pro-rata basis. You will also be provided an option to modify the relevant Sign up Form and enhance the permitted usage limits prospectively. 4.1.4 Additional fees for new features or additional Subscription Services will be charged pro-rata for the remainder of the Subscription Term. 4.1.5 Subscription enables you to use the Subscription Services during the Subscription Term. In case usage of the Services is below the Service Usage Limitations or in case you discontinue use of the Services during the Subscription Term, we are not liable to refund any Subscription Fees. 4.1.6 The Subscription Fees will remain unchanged during the Subscription Term of the Sign up Form and be subject to escalation only at the time of each renewal, at the rate set out in the relevant Sign up Form. 4.1.7 Consulting Fees and Expenses 4.1.8 Any fee associated with Consulting Services will be captured in the relevant Sign up Form. 4.1.9 For Consulting Services performed on-site, you will reimburse us for all costs and expenses incurred in connection with rendering the Services. 4.1.10 Payment Terms 4.1.11 All Subscription Fees are due and payable in advance throughout the Subscription Term, prior to the commencement of the relevant Billing Cycle, as set out in the relevant Sign up Form. All Consulting Fees shall be due and payable prior to the commencement of Services pursuant to the relevant Sign up Form. 4.1.12 In case Services are being procured for only a portion of a month during initiation of Services, the Subscription Fees will be charged pro-rata. 4.1.13 All other payment terms shall be as set out in the relevant Sign up Form. 4.1.14 Service Fees are non-refundable and payment obligations under a Sign up Form are non-cancellable unless expressly set out otherwise in the relevant Sign up Form. 4.1.15 Payment Information and Authorisations 4.1.16 You will provide accurate credit card, debit card or bank information as may be needed to process the payment of the Service Fees. You will also update us about any change in the payment information that may impact the processing of payment in current or subsequent Billing Cycles. We are not responsible for any failures or delays in payment processing due to inaccurate information furnished by you. 4.1.17 If you are paying by credit card, you authorize us to: 18.104.22.168 charge your credit card or bank account for all Service Fees payable during the Subscription Term; 22.214.171.124 auto-charge for renewal of subscription unless you have made an explicit request to cancel the subscription at least 15 (fifteen) days prior to the renewal date. Any cancellation requests after auto-charge for subscription renewal will not lead to a refund; and 126.96.36.199 use a third party to process payments, and you further consent to the disclosure of your payment information to such third party. 4.1.18 Invoicing 4.1.19 We will invoice you prior to the beginning of the initial Subscription Term and prior to the delivery of Consulting Services, if any. Thereafter, we will invoice you no more than forty-five (45) days before each subsequent Billing Cycle or each renewal of the Subscription Term or at such other times when fees are payable. All amounts invoiced are due and payable within 15 (fifteen) days from the date of the invoice, unless otherwise specified in the relevant Sign up Form. 4.1.20 In case of delayed payments, we will be entitled to apply interest at (i) 1.5% (one-point-five percent) per month; or (ii) the maximum permissible under law, whichever is higher. 4.1.21 Taxes 4.1.22 All Service Fees are exclusive of applicable taxes, levies, cesses and other charges applicable thereon, which shall be borne by you. 4.1.23 You agree to provide us any tax registration numbers held by you that we may require for our records. 4.1.24 If you are required to deduct or withhold any tax, you will pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
5. OWNERSHIP AND PROPRIETARY RIGHTS
5.1 MyPreschool Rights 5.1.1. We own or have rights to all worldwide intellectual property rights in and to the Subscription Services, Consulting Services, MyPreschool Application/Platform and Software (including all derivatives or improvements thereof). All suggestions, enhancement requests, feedback, recommendations or other inputs provided by you or any other party relating to the Services or Software shall be owned by us, and you hereby do and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by us. 5.1.2 You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Subscription Services or the Consulting Services, in whole or in part, by any means, except as expressly authorized in writing by us. 5.2 Your Rights 5.2.1 You own any data, information or material originated by you that you submit or compile in the course of using the Services. We have no ownership rights in or to Customer Data. You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to collect and use the Customer Data. You permit and grant us and our licensors the right to use the Customer Data only as necessary to provide the Subscription Services and Consulting Services under these Terms of Service. 5.3 Using your name and logo 5.3.1 You hereby permit us to use your name, website address and logo in our marketing material including website, email campaigns, brochures etc. during and after active engagement.
6.1 Confidential Information 6.1.1 As used herein, “Confidential Information” means all confidential 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 shall include Customer Data; our Confidential Information shall include the Services; and Confidential Information of each Party shall include the terms and conditions of these Terms of Service and all Sign up Forms 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 (other than Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. 6.2 Protection of Confidential Information 6.2.1 The Receiving Party shall use the same degree of care to protect Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). It shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service 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 service providers’ employees, consultants, contractors and agents who need such access for purposes consistent with these Terms of Service and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.CUSTOMER DATA PROTECTION
8.TERM, RENEWAL, SUSPENSION AND TERMINATION
8.1 These Terms of Service shall be effective from the Effective Date and be binding between you and MyPreschool till the completion of all the obligations undertaken pursuant hereto, unless terminated earlier in accordance with the terms hereof. 8.2 The Subscription Term shall commence on the Start Date set out in the relevant Sign up Form and be valid for the period specified therein. If you add new products or functionalities during the Subscription Term, they will renew along with the Subscription Term, unless otherwise indicated in the relevant Sign up Form. 8.3 The term of Consulting Services will be as set out in the relevant Sign up Form. If you procure Consulting Services that recur, they will be considered part of the subscription and will renew along with the Subscription Term. 8.4 Free Services, if made available, will generally be provided for the agreed trial period or the Start Date of the Subscription Services, whichever is earlier. We may, however, suspend or terminate the Free Services for any reason at any time without notice. 8.5 Accounts pertaining to subscriptions that are not renewed in accordance with these Terms of Service shall be deactivated and permanently deleted after a period of 30 (thirty) days from the date due for renewal. 8.6 No Termination without Cause 8.6.1 Neither Party will terminate these Terms of Service, a Subscription Term or an Sign up Form for Consultancy Services without cause or for convenience prior to the expiry of the relevant term. In case you choose to stop using any of the Services before the expiry of the relevant term, you may do so, without MyPreschool being liable to refund any Services Fees already paid. Notwithstanding the applicable Billing Cycle, you will be liable to pay all Service Fees payable for the remainder of the Subscription Term 8.7 Suspension of Services 8.7.1 We may suspend access to your account after giving 15 (fifteen) days’ prior written notice to you, in case any amounts remain due and payable upon completion of the payment period set out in these Terms of Service or the relevant Sign up Form. 8.7.2 We may also suspend access to your account with immediate effect if (i) there is unauthorized access to your account; (ii) there is a violation of Acceptable Use Policy; (iii) your use of the Services is in violation of applicable laws or regulations; or (iv) your use of the Services poses a risk to the Platform or other users of the Services. 8.7.3 If the reason for the suspension continues for a period of 15 (fifteen) days, we may proceed to terminate these Terms of Service or the relevant Sign up Form, without prejudice to other remedies that may be available under these Terms of Service or applicable laws. 8.8 Termination for Cause 8.8.1 Either Party may terminate these Terms of Service or an Sign up Form for cause: (i) upon 30 (thirty) days’ prior written notice to the other Party on grounds of a material breach, if such breach remains uncured at the expiration of such period; or (ii) immediately, if the other party becomes the subject of insolvency, bankruptcy, liquidation or other such proceedings and the same are not stayed by a competent court within a period of 6 (six) months therefrom. 8.9 Consequences of expiry/termination 8.9.1 Upon expiry or termination of any of the Services, all payments that are due and payable therefor shall immediately become due and payable, irrespective of the Billing Cycle. We shall not be liable to provide any refunds to you, except, where you have terminated on grounds of our material breach, we shall refund pro-rata any Subscription Fees for the unexpired portion of the Subscription Term. 8.9.2 For a period of 30 (thirty) days following expiry or termination, we will retain the data stored by you on the Platform. Within this period, you can request us to keep the account active for an additional fee or provide a copy of the contacts stored in your account. Upon completion of the afore-mentioned period of 30 (thirty) days, we will permanently delete all data in your account, without retaining any copy thereof. You agree that we are not liable for any such deletion of data. 8.9.3 In respect of Free Services, we do not undertake to provide any access to or copy of the data stored in your account post expiry or termination of the access; all such data will be deleted from the Platform. 8.9.4 All terms hereof, which by their nature survive termination (including but not limited to terms pertaining to intellectual property rights, data privacy, confidentiality, indemnity and dispute resolution) shall survive the expiry or termination of these Terms of Service.
9.1 We shall defend, indemnify and hold you harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against you by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of such third party; provided that you (i) promptly give us written notice of the claim; (ii) give us sole control of the defense and settlement of the claim (we shall however not settle any claim unless it unconditionally releases you of all liability); and (c) provide us, at our cost, all reasonable assistance. 9.2 You shall defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against us by a third party alleging that Customer Data or your use of the Services infringes the privacy rights or intellectual property rights of, or has otherwise harmed, a third party or violates any law or regulation; provided, that we (i) promptly give you written notice of the claim; (ii) give you sole control of the defense and settlement of the claim (you shall however not settle any claim unless it unconditionally releases us from all liability); and (c) provide you, at your cost, all reasonable assistance.
10.DISCLAIMERS & LIMITATIONS OF LIABILITY
10.1 Disclaimer of Warranties 10.1.1. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICES, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICES AND THE CONSULTING SERVICES, INCLUDING WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.2 Limitation of Liability 10.2.1 IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY HEREUNDER (OTHER THAN FOR CLAIMS FOR INDEMNITY AND PAYMENT OF FEES DUE) EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO MYPRESCHOOL IN THE 6 (SIX) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM OR USD 5000 ( US DOLLARS FIVE THOUSAND ONLY), WHICHEVER IS LESSER.