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Terms of Service

Last updated: Apr 14th, 2020

PLEASE READ THESE TERMS CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

These terms constitute the entire agreement between Diksha Online Software Private Limited (Herein referred to as “Diksha Online” or “our” or “company” or “we”) and you (Herein referred to as “client” or “user” or “you”, or “school”) in relation to your use of K12App Services (Herein referred to as “Service” or “Services”), and supersede all prior agreements and understandings. Your electronic Signup of the Service or use of the Service signifies that you have read, understand, acknowledge and agree to be bound by these terms of service. We may, in our sole and absolute discretion, change or modify these terms, and any policies which are incorporated herein, at any time and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications shall constitute your acceptance of these terms as last revised. If you do not agree to be bound by these terms as last revised, do not continue to use this Site or the Service.

SERVICE TERMS

a) Diksha Online reserves the right to update, confiscate and change any features that supplement or enhance the current Service, including the release of new tools and resources. Continued use of the Service after any such changes shall constitute your consent to such changes. Violation of any of the terms of the Service will result in the termination of your K12App Account. b) You understand and agree to use the Service at your own risk. Using our Service does not give you ownership of any intellectual property rights in our Service or the content you access. c) If free website is offered for school in this Service it includes one simple website design template for one year only. For customized website user has to opt for our paid services for website design and development. d) Website Hosting and Domain Name provided under this Service is not transferable and it cannot be migrated to other service providers. e) All Services, including any free products or services included in your plan, must be associated with a specific website or web portal at the time of purchase and are not transferable to other accounts. f) Provision of all Services, including any free products or services included in your plan, is dependent upon your active subscription to the Service. Failure to maintain your account in good standing position with Diksha Online will result in termination of all the services included in your plan without refund or credit

ACCOUNT TERMS

a) You must represent a school in order to qualify for the use of K12App Services. b) You must be a human. Accounts registered by “bots” or other automated methods are not permitted. c) You must provide true, accurate, current and complete information about yourself in order to complete the signup process to use the Service. d) Your login may only be used by one person – a single login shared by multiple people is not permitted. e) You are responsible for maintaining the security of your account and password. You are also solely responsible for the activity that occurs under your account, whether authorized by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorized use or access of your account. f) You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have accounts under your account) g) You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

PAYMENT TERMS

a) The Service is billed in advance on yearly basis. Calculation of how much you are billed is based on the number of students enrolled in the K12App System but not below the minimum quantity set by the company. b) Subscription fees are fully earned upon payment. c) The payments are non-refundable and non-transferable in any case. There will be no refunds or credits for partial months of Service or refunds for months unused with an open account. d) You acknowledge that the subscription charges billed each billing period may vary and you authorize us to charge your Payment Method for such varying amounts. e) We may change the subscription fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by e-mail. f) All invoices are payable in full on or before due date of the invoice. g) All bills are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. h) If we do not receive payment by the due date, the system will automatically lock-out your account. Users under the locked account will not be able to log-in until the outstanding payment is received in full. i) For subscribers choosing to pay by credit card, subscription fees for renewal may be charged to the credit card on record unless Diksha Online is notified of a change or cancellation in writing using the tools or means made available by Diksha Online. j) Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Diksha Online does not accept any liability for such loss. k) We do not accept payment in cash. All payments should be made only by NEFT/RTGS in favor of Diksha Online Software Private Limited.

DELAY PAYMENT CHARGES

We shall be entitled to charge and recover Delay Payment Charges (DPC) calculated at the rate of 2% of the total amount due after the expiry of due date of the invoice from you and you shall be liable to pay such charges.

ONGOING SUBSCRIPTION

Your subscription will continue in effect unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews each billing period in order to avoid billing of the next subscription fee to your Payment Method. We will bill the subscription fee at the then-current rate plus any applicable tax to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information). Subscription fees are fully earned upon payment.

RENEWAL

Your Subscription will renew automatically for additional 12 Months term until you terminate the Subscription. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in Terms of Service (“TOS”) at K12App.in website on the date on which your Subscription is renewed. If you do not agree to any of these Terms, you may decline to renew your Subscription before commencement of next subscription term. You must cancel your subscription before commencement of next subscription term in order to avoid billing for the next subscription period. Once the subscription is renewed Diksha Online shall be entitled to charge and recover subscription fee for the renewed subscription period from you and you shall be liable to pay such charges to Diksha Online.

TERMINATION AND SUSPENSION

This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

a) Termination: You may terminate your K12App Subscription at any time during its Term; however, you must pay for the remainder of the Term, and no refunds will be provided. b) Suspension: we may suspend your use of the K12App Services or terminate your Subscription and your account immediately without notice if: (i) it is reasonably needed to prevent unauthorized access of data; (ii) you fail to respond to a claim of alleged infringement within a reasonable time; (iii) you do not pay amounts due under this agreement; or (iv) you do not abide by the legal terms of service or you violate other terms of this agreement. c) We will give a notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 7 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 15 days after we suspend, we may terminate your Subscription and delete your Data from our server without any retention period. We may also terminate your Subscription if your use of the K12App Services is suspended more than twice in any 12-month period. If you do not log into your account for more than 90 days, the account will become inactive. Inactive accounts have 30 days period to become active or the account and its data, including subscriber signups, may be permanently removed from K12App server.

MODIFICATION TO THE SERVICE

Diksha Online reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

MODIFICATION TO THE PRICE

Price of the Service and current charges are subject to change from time to time upon prior notice to school. Such notice may be provided by email or by posting the changes to our site and school will be automatically charged new price in next billing cycle. Diksha Online shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

PERMISSION AND COPYRIGHT

This agreement shall be regarded as a guarantee by the school to Diksha Online that all permissions and authorities have been obtained in respect to the use of school’s registered logos, graphic images, names and trademarks or any other supplied material in the Service. Diksha Online cannot be held liable for any information, copy, or images that have not been secured legally and that may result in copyright infringement.

AVAILABILITY OF SERVICES

Subject to the terms of this Agreement, we shall use commercially reasonable efforts to attempt to provide the Services on a twenty-four hours a day, seven days a week basis. You acknowledge and agree that from time to time this Site and Service may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

FREE PRODUCT/SERVICE CREDITS

In the event you are provided with a free product or service credit (“Credit”) with the purchase of this Service (“Purchased Service”), you acknowledge and agree that such Credit is valid only for one year from the date of purchase and may be terminated in the event the product purchases is deleted, cancelled, transferred or not renewed. The Credit will expire one (1) year from date of purchase of the Purchased Service if the Credit has not been redeemed. In the event that the Credit is redeemed, after the initial free one year period, the free product will automatically renew at the then current renewal price until cancelled.

LIMITATION OF LIABILITY

a) You expressly understand and agree that Diksha Online Software Private Limited shall not be held liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from: (I) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and Services resulting from any goods, data, information or Services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party involved in the Service or any other matter relating to the Service. (v) Loss arising out of use of our third party vendors, hosting partners, media service providers and payment gateway service providers. (vi) In any case Diksha Online and its employees, agents, distributors, executives and directors for any claims under these terms, including for any implied warranties, is limited to the amount you paid us for the current period to use the Services (or, if we choose, to supplying you the Services again). b) In any case of damage or loss the aggregate liability of Diksha Online for all claims under this agreement is limited to direct damages up to the amount paid by you for one-month subscription of the Service. For products and services provided free of charge Diksha Online does not take any liability. c) Diksha Online will not be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information.

SMS UNDERTAKING

a) You declare that you are aware of and well conversant with the “Telecom Commercial Communications Customer Preference Regulations 2010” issued by the Telecom Regulatory Authority of India with respect to Unsolicited Commercial Communication (“UCC Regulations”) b) You also declare that you are fully aware of and well conversant with the implications for the violations of the UCC Regulations including the penal and financial related actions, and take complete responsibility for any NDNC complaint received from your Opt-In user base leaving Diksha Online, its directors, officers and employees harmless. For avoidance of doubt, you understand that the penalty schedule for breach of the UCC regulation is up to Rs.2,50,000 INR c) You undertake to abide by the said UCC Regulations by making your school liable for any breach of the UCC Regulations by your school and/or any person acting on behalf of the school for any punitive action for violation of the said UCC Regulations. d) The messages intend to be send should be “Clean, Harmless and Transactional” in nature and sent only to your Opt-in list of subscribers. You agree to provide us with authorized documents regarding the Opt-In details in case of NDNC complaint arises within the stipulated time frame not exceeding 2 working days. e) You undertake to indemnify and always keep indemnified Diksha Online Software Private Limited, its directors, officers, executives and employees for any loss or damage suffered by them on account of any breach or violation of the UCC Regulations by your school, its directors, employees, agents, sub-agents, and/or any person acting on behalf of the school. f) In any case if you fail to reach to the removal of the complaint within 2 working days, you will compensate for any financial loss which Diksha Online Software Private Limited may have incurred.

INDEMNIFICATION

You agree to defend, indemnify and hold Diksha Online, its directors, employees, executives, partners and affiliates harmless from any claim, demand (including attorneys’ fees), fine, or other liability incurred due to or arising out of you or your employees’ or agents’ breach of this Agreement and/or use of K12App Services. You also undertake to indemnify for any claims, demands, actions, suits, proceedings, liabilities, losses, costs, legal fees or damages of any kind, asserted against Diksha Online on account of: (i) The negligence or misconduct of school or its employees or agents; (ii) A breach of an obligation of school to Diksha Online under this Agreement; (iii) Any loss or liability arising to Diksha Online from the school's use of the Service.

TERMS FOR PAYMENT GATEWAY SERVICES

As we do not provide Payment Gateway services, you declare and accord your consent to enter into an agreement with Payment Gateway Service Provider for availing of payment processing services on terms and conditions as may be specified in the agreement to be executed by the Payment Gateway Service Provider. You consent and agree to comply with the guidelines, instruction, request, etc. made by the Payment Gateway Providers from time to time. You further acknowledge that Diksha Online, its directors, executives, officers and employees does not take any liability for any loss or damage, if any, suffered by school on account of use of Payment Gateway Services as these services are of third party and are available to school’s own risk. For the avoidance of doubt, the Payment Gateway Service Rules and terms are between school and the respective Payment Gateway Service Provider. Diksha Online is not liable for any actions or inactions of such Payment Gateway Service Providers. It is hereby agreed and acknowledged by the school that in case of any dispute regarding online payment of school fee, parents will have to contact their respective school authorities for any refund of school fee. No refund from Diksha Online is permissible under any circumstances. School shall (a) maintain a fair refund, cancellation or adjustment policy regarding school fee; (b) disclose its return or cancellation policy of school fee to parents.

REFUND POLICY

a) Refund will be made only within 14 days of first signing up subject to client was able to perform the operation as stated with demo version but the functionality was not there in the final version. In such case we will provide you with a full refund excluding implementation charges. b) In the event your Service includes a free domain and website, if you cancel the purchased service, the standard price for the domain and website will be deducted from the refund amount. c) If you cancel your account after the first 14 days have passed, or after your account is renewed then unfortunately we will not be able to issue any refunds. d) The Service is billed in advance on yearly basis. There will be no refunds or credits for partial months of Service or refunds for months unused with an open account. e) You may cancel or terminate your K12App Subscription at any time, and you will continue to have access to K12App service through the end of your billing period. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL ­MONTH SUBSCRIPTION PERIODS. f) Diksha Online reserves the right to refuse refund to anyone for any reason at any time.

USE OF THIRD PARTY SERVICES

a) You understand that Diksha Online may use third party services to provide the necessary hardware, software, media services, live streaming services and online payment gateway services enabling receipt of payment through credit/debit card or other methods. b) In order to use these products or services, you may be required to agree to additional terms and conditions from such Third Party Providers, and may be subject to additional requirements of the Third Party Provider. You agree that Third Party Provider terms may be additionally applicable. c) You agree to review and accept the said Third Party Provider Terms as may be relevant to school. Diksha Online shall not be responsible for any compliance of the said terms either by you or by the Third Party Provider, nor for any action or inaction of such Third Party. d) You agree that Diksha Online shall not be held responsible or liable in any way for any loss or damage of any sort incurred as the result of use of any third party services or as the result of the presence of such third parties on the Service, or as the result of the use of the Service in any way by such third parties.

LINKS TO OTHER WEBSITE

Our website or Service may contain links to other Internet websites. These hyperlinks, if any, are at user’s own risk. The contents of these sites are not verified or endorsed by Diksha Online in any way. Diksha Online makes no warranty or representation that the contents of such websites are error-free and correct. However, once you have used these links to leave our site, you should note that we do not have any control over that website. Therefore, we cannot be held responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to that website

MISCELLANEOUS

e) Your use of K12App Service is at your sole risk. The Service is provided on “as available” basis. f) School will be responsible regarding correctness and validity of the data. g) Support is provided only to paying account holders and is only available via email. h) You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. i) You must not transmit any worms or viruses or any code of a destructive nature. j) You undertake not to use the Service in any manner, or in furtherance of any activity, which constitutes a violation of any law or regulation or which may result in fraud on any person or which may cause Diksha Online to be subject to investigation, prosecution or legal action. k) This agreement shall be regarded as a guarantee by the school to Diksha Online that all permissions and authorities have been obtained in respect to the use of school’s registered logos, graphic images, names and trademarks or any other supplied material in the Service. Diksha Online cannot be held liable for any information, copy, or images that have not been secured legally and that may result in copyright infringement. l) The school irrevocably authorizes Diksha Online to include the school's name and logo in any directory or promotional materials. m) The school hereby agrees, undertakes and covenants to prominently display and maintain the promotional material of Diksha Online as supplied by the Diksha Online from time to time. n) A link to Diksha Online as the service provider will appear in small print at the bottom of page of the website designed by Diksha Online. o) If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement. p) If any part of this agreement is held unenforceable, the rest remains in full force and effect