Online Sale Agreement
XSEED TERMS OF SERVICE
Notice to User: This XSEED Terms of Service is a Legal Agreement entered between you, as an End User (as defined below) and XSEED Education Private Limited (“XSEED”) for the XSEED’s Application/ Product. XSEED and the End User shall hereinafter be referred to collectively as “Parties” and individually as “Party”.
By Accepting any or all parts of the Application/Product, you hereby agree, accept, and shall be bound by all the terms and conditions of this Agreement. End User agrees to accept and bound by the terms of this Agreement and other Related Agreements by opting any of the following act(s):
Visiting the XSEED platform and/or create(s) account or,
Placing the order by making payment on XSEED platform or,
Accessing the application/ product or,
Using the application/ products by accessing the digital content or,
Any other act which would be considered as usage of the Application/ Product.
1.2 Application/Product shall here mean – Product provided in the form of digital content and /or video purchased by End User from the XSEED. To preserve and protect its rights under applicable laws on the digital contents and videos, XSEED does not sell any right in its Product/ Application. XSEED as detailed in this Agreement grants only the certain limited rights to use its Product/Application.
1.3 Claim means any contractual or legal proceedings under Law against any of the Parties, alleging any act or omission or non-performance or failure by any of the Parties to perform any of their obligation, representation, warranty or covenants under any contract or agreement or Law.
1.4 Confidential Information means and includes any information disclosed by one Party to the other that is written, graphic, machine readable or other tangible form irrespective of whether the same is marked “Confidential”, “Proprietary” or in some other manner or not at all marked to indicate its confidential nature. Confidential Information may also include (i) Proprietary Information and (ii) Intellectual Property provided by one Party to the other for performance of the obligations under this Agreement.
1.5 End User shall mean the organization/person using the Product/Application for their personal and non-commercial use.
1.6 Intellectual Property means all patents, copyrights, inventions, trade and service marks, brand names, software and any other intellectual properties owned by, used by, permitted to be used by or licensed by XSEED in the course of provision of the Services.
1.7 Term shall mean a period as determined by XSEED for which the user access shall be valid, and the End User shall be able to access the Product/Application.
1.8 Territory shall mean the geographical limits where the Product/Application can be used/accessed.
1.9 XSEED Platform shall mean the electronic platform provided by XSEED to End User for purchase of the Application/ Product.
2. GRANTING OF ACCESS
XSEED has granted a non-exclusive, revocable, non-transferable, non-refundable access which gives limited right to view the Product/Application on devices which are owned and controlled by the End User. XSEED grants this access when End User performs all of the following act(s):
End User visits the XSEED platform,
End User creates the account on XSEED platform by providing required details. Responsibility to provide correct details while creating the account shall rest with End User only. Details to be provided by End User shall include name, billing address, mail address or any other details as may be required by XSEED from time to time.,
End User creates the order on XSEED platform; and
End User makes the online payment via online payment portal provided on XSEED platform.
With this access, user will be able to only view the Product/ Application. XSEED hereby notifies the End User that no use other than viewing is given by XSEED. Accordingly, End User cannot do any other acts, including but not limited to downloading the content, making copies, taking printouts, transferring the access rights by sharing login credentials or otherwise etc. In such event, XSEED reserves the right to revoke the access of the End user without any prior notice. Usage and access of the Product/ Application shall be in accordance with the terms and conditions of this Agreement and other Related Agreements. This Access shall be valid for the term of this agreement and is user specific. At XSEED’s sole discretion, XSEED may provide content in another media format. XSEED, at its sole discretion, may modify/update the version of Application/ Product, if necessary. XSEED hereby notifies the End user that no refunds are entertained by XSEED in any scenario. XSEED can use the data provided by End User or any data or information generated by usage of Product for the internal purposes including training, research and development, analysis, promotion(s), and other permissible purpose(s).
3. RESTRICTIONS ON USE:
End User shall use the Product/ Application as per the terms and conditions of this Agreement and of Related Agreements and shall not:
Transfer, sale, sub-license, rent, lease, redistribute, encumber, or authorize any other user to use the Product/ Application.
Make any modification, improvement, adaptation, translation, enhancement, or derivative work from the Product/Application.
Use the Product/ Application for any commercial or other purpose for which it has not been designed/ intended.
Not violate the applicable laws, rules, or regulations in connection with the usage/ access of the Product/ Application.
Decompile, disassemble, decrypt or reverse engineer the Product/Application or make available/ install/use the Product/ Application on more than one device.
Use the Product/ Application to make any other Product/ Application which is, directly or indirectly, competitive in nature in any manner to the Product/ Application, Software or Services offered by the XSEED.
Use the Product/ Application in any manner which is not permitted under laws or to send unsolicited commercial emails or which is against the interest of XSEED or can affect the reputation of XSEED in the market.
Use the XSEED’s Information/ Intellectual Property Rights or any other information related to XSEED or its employees/ affiliates/ partners in any manner without the prior written consent of the XSEED.
XSEED is not responsible for supporting or helping End User to use product, except for addressing limited queries relating to purchase, payment through XSEED’s Support Service. To receive such support, End User must follow the directions given to you by XSEED’s support staff. If End User has any questions concerning this Agreement or if End User desire to contact XSEED for any reason, please contact us or write to us at details mentioned on our platform.
5. PAYMENT AND OTHER CHARGES
The price payable by End User at the checkout or any other similar page of the platform where End User is required to make the payment by using any of the given mode of payment(s) is the Maximum Retail Price (MRP) which is inclusive of all applicable taxes. XSEED shall have the right to fix the MRP of the Product. The price charged is non-refundable irrespective of the fact whether End User has used the Product/ Application or not. Further, in case of any dispute between the End User and XSEED, the decision of XSEED shall prevail. However, imposition of any other charges, in the coming future, by the State/ Central Government on the Product/ Application which is not inclusive in the price mentioned for the Product/ Application shall be borne by the End User and the XSEED shall not be liable for the same.
6. CONFIDENTIALITY, DATA PROTECTION AND PRIVACY
6.1 End User shall agree to maintain confidentiality of all Confidential Information provided under this agreement.
6.2 End User shall be permitted to use the Confidential Information only for exercising rights granted under this Agreement. End User shall not use the Confidential Information for any other purpose without the XSEED’s written permission.
6.3 End User shall implement adequate security measures for maintaining secrecy of Confidential Information of XSEED. Such measures shall not be less than the measures taken by them to safeguard its own Confidential Information of the like nature and End User hereby agrees that this Agreement or the contents thereof shall not be disclosed by End User to any third party without the prior written consent of the XSEED.
7. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
The term Confidential Information does not include information that is:
Becomes known to the receiving Party, without restriction, from a source other than the Disclosing Party without Breach by the receiving Party or otherwise in violation of the Disclosing Party’s rights, provided the receiving Party can demonstrate such prior knowledge with adequate evidence,
Disclosed under operation of law, except that the receiving Party will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
Known publicly at the time it was disclosed or becomes publicly known through no fault or action of the receiving Party or any Breach of any confidentiality obligation,
Is publicly disclosed by the Receiving Party with the Disclosing Party’s prior written approval.
THE APPLICATION/PRODUCT IS SUPPLIED “AS IS” WITHOUT WARRANTY OF ANY KIND. XSEED AND ITS EMPLOYEES: (1) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, (2) DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE APPLICATION/PRODUCT, (3) DO NOT REPRESENT THAT USE OF THE APPLICATION/PRODUCT WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS, AND (4) DO NOT WARRANT THAT THE APPLICATION/PRODUCT WILL FUNCTION UNINTERRUPTED, THAT IT IS ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.
9. LIMITATION OF LIABILITY
9.1 Under no circumstances XSEED shall be liable to End User for any indirect, incidental or consequential damages (including loss of profit or business), howsoever arising, whether under contract, tort or otherwise, even if informed of the possibility of the same.
9.2 In no event, XSEED shall be liable to End User or any other party for any loss or damage, including without limitation, for time, money, or goodwill, or for consequential or exemplary damages, which may arise from the use, operation, maintenance or other services, installation or modification of the Product/ Application or End User’s inability to use the Product/ Application, in whole or part, for any other reason whatsoever, including, without limitation, by reason of defects, delays or copyright, patent or trademark infringement or for any other reason(s).
10. BREACH AND TERMINATION
10.1 XSEED may terminate this Agreement immediately upon failure by End User to comply with the terms of this Agreement, including without limitation, use of Product/ Application by the End User exceeding the scope of the accesses granted in this Agreement. Further, XSEED also reserves the right to terminate this agreement without any cause or any prior notice to End User.
10.2 The termination of this Agreement shall automatically terminate and extinguish the access granted herein. Upon any such termination, End User shall immediately destroy the original and all copies of the Product/Application in its possession and End User shall have no further right to use the Product/Application pursuant to this Agreement. All confidentiality obligations of the End User under this Agreement will continue for two (2) years after any expiration or termination of this Agreement.
10.3 End User hereby waives any and all challenges to or claims or defences regarding XSEED’s right to terminate this Agreement pursuant to the terms hereof.
10.4 In lieu of termination, XSEED reserves the right to (a) require that End User immediately cease any unauthorized use in violation of the terms of this Agreement and (b) assess additional fees for the unauthorized use.
10.5 XSEED’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.
11. GOVERNING LAW
This Agreement shall be governed by the laws of India. Nothing contained in this clause will preclude either Party from applying for and obtaining any injunctive, prohibitory or other similar urgent or interim relief from a competent court of law, for which the courts in India, shall have exclusive jurisdiction.
12. FORCE MAJEURE
XSEED shall not be liable for damages and End User shall not have the right to terminate this Agreement for any delay or default in delivery resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control including, but not limited to: internet failures, network failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, acts of God, terrorist action, acts of civil or military authority, government actions, fires, epidemics, riots, wars, sabotage, insurrections, labour shortages or disputes.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.
14. RELATIONSHIP OF THE PARTIES
Each of the parties shall act as an independent contractor under this Agreement and neither is now, nor in the future, an agent or legal representative of the other for any purpose. This Agreement shall not be construed to place the parties in the relationship of partners or joint ventures. Neither party has any right or authority to bind the other in any way.
15.1 The End User hereby agrees to indemnify and agrees to hold XSEED harmless from and against any and all losses, expenses, damages, liabilities, penalties, claims or demands arising from or in respect of (i) infringement of Intellectual Property Rights, (ii) any breach by the XSEED to perform its obligations under this Agreement, or (iii) any negligence, misconduct or recklessness of the End User. The obligations of this Article will survive the expiration or termination of this Agreement.
15.2 Notwithstanding any other provision of this Agreement and irrespective of any fault or negligence, XSEED shall not be liable to the End User for any direct, indirect, special, punitive, consequential, exemplary or incidental damages (including, without limitation, damages for harm to business, lost revenues, lost sales, lost savings, lost profits (anticipated or actual), loss of use, downtime, injury to persons or damage to property and claims of third parties), regardless of the form of action, whether in Agreement, warranty, strict liability or tort (including, without limitation, negligence of any kind, whether active or passive) or any other legal or equitable theory arising out of or in connection with this Agreement. Notice.
Any notice, approval, request, authorization, direction, or other communication under this Agreement shall be sufficient if sent by mail or any other means of written communication by one party to other. XSEED’s Address and Mail id is provided on platform.