Introduction

Vidya Mantra Corporation, USA & Vidya Mantra EduSystems Pvt. Ltd., India (together referred to as we, us, our and VIDYA MANTRA) is committed to protecting and respecting your privacy. This Privacy Policy (“Policy”) sets out the basis on which any personal information we collect from you or that you provide to us is in conjunction with the services that we provide to you.

This Privacy Policy sets out our commitment to protecting the privacy of your personal information that we collect through our services as described on our website: https://www.keytoschool.com and related websites (collectively referred to as “Website“) or directly from you, being the person, organisation or entity that uses our Website or services (referred to as “you” or “your“).

Please read this Privacy Policy carefully and contact us if you have any questions. Our contact details are at the end of this Privacy Policy.

You providing us with your personal information indicates that you have sufficient opportunity to access this Privacy Policy and that you have read and accepted it. If you do not wish to provide or give us access to your personal information, then you do not have to do so, however it may affect your use of the Website or any of our services.

This Privacy Policy may be amended, including with changes, additions and deletions, from time to time at our sole discretion. The revised Privacy Policy will take effect when it is posted on our website. Your continued use of our website and services following any amendments indicates that you accept the amendments. You should check this Privacy Policy regularly and prior to providing personal information to ensure you are aware of any changes and only proceed to provide personal information if you accept the new Privacy Policy.

Type of information collected

Personal information: Through our services and website the type of personal information we collect may include: name, contact details including email, cell/mobile phone number, country, organisation details, payment details, IP addresses, geographical location, standard browser identification strings (including user-agent, referrer, OS, and device type), preferences and opinions and any other information requested on our Website or otherwise requested by us or provided by you.

Your use of our Website: As with most online businesses, we may also collect information about your usage of our Websites, including logs of user actions and full text actions of logged users, data about user involvement, such as forum discussions.

Your opinion and feedback: We may contact you to seek your response to questionnaires, surveys or market research to obtain your opinion and feedback. Providing this information is optional to you.

Additionally,

  • If you register with us, fill out a profile page, purchase products or services, send us an email, send us feedback or share personal information with us in any other way, we will collect and store the information you share. This depends on the information you choose to provide along with your name, email address, credit card information or other billing information.
  • If you use our Site, Vidya Mantra may collect information about your computer including, but not limited to your internet protocol address, Internet Service Provider, browser type and referring website addresses. This is statistical data about our users browsing actions and patterns and does not contain personally identifiable information.  To the extent that this information can be considered to be personal information, it is used solely for the purposes of administering our website and is not disclosed for any other purpose except as described in the website.
  • If you use a mobile device, we may collect information such as your device type, device identifiers (such as cell-ID), mobile service provider, and your actual and/or approximate location (such as latitude, longitude, signal strength) through GPS or cell tower information
  • If you post information on public areas of the Site (or elsewhere on the internet) that information may be collected, stored and used by anyone, including us. (We strongly recommend that you do not post any information that allows strangers to identify or locate you.)

Collection and use of personal information

The main motive in collecting your information is to provide our services and personalise them for you. Moreover, there are several other objectives in the usage of your personal information which includes (but not limited to),

  • Service: to provide you with and improve our services and manage payments related to that service;
  • Contact: to contact and communicate with you;
  • Research and development: to collect, analyse and report on data for evidence-based improvements, for future developments of our Website, related services and our platform;
  • Marketing including direct marketing: to communicate with you about updates to our products and services;
  • Authentication and security: to authenticate users and conduct session management;
  • Support services: to provide you with information and support services;
  • Service maintenance: to analyse data to inform improved and enhanced services and customer relations;
  • Data analytics: for data analytic purposes;
  • Personalization: ensure that the contents in the website are presented in the most effective manner for you and your computer, customize the content and advertising you see, provide you with additional information we think is of interest to you; 
  • Maintaining account and your personal identity

Where we collect your personal or usage information for a specific purpose not outlined above, we may provide you with a collection notice which explains the primary purpose and any related secondary purposes for which we are collecting and using your personal information.

Sharing collected personal information

We may share your personal information along with our affiliates, subsidiaries, third party service providers (e.g. Moodle, Amazon Web Services, Microsoft Azure and payment processing vendors). Additionally, there may be several circumstances in which we will have to share the personal identification information of the users, which includes:

  • During any merger, reorganization or change in control
  • Responding to any legal request
  • For defending our rights and safety related to our hosting services
  • Safety of any individual

We use data from our Website for research, development, service support and improvements, and marketing purposes. Where possible, we will de-identify personal information when used for such purposes. We endeavour to share or publish user data from our Website in an anonymous aggregated form. Vidya mantra will never sell or transfer any of your personal information to any other secondary resources.

Wherever we propose to disclose your personal information to a third party not outlined above, we will be providing you with a notice that explains the circumstances in which we might disclose your personal information.

Communication with you by email

By providing your email address to us or communicating with us via email, you are deemed to expressly consent to receiving email communications from us in conjunction with the Services that we provide to you.

Cookies and web beacons

When you access the Website and portal via your own secure login (Portal), we may use software embedded in our Website (such as Javascript) and place small data files (or cookies) on your computer or other device to collect information for authentication and session management, about which pages you view and how you reach them, what you do when you visit a page, the length of time you remain on the page and how we perform in providing content to you.

A cookie by itself does not tell us any personally identifiable information however, once you choose to furnish the Website with personally identifiable information, this information may be linked to the data stored in the cookie. You can set your browser to notify you when you receive a cookie and this will provide you with an opportunity to either accept or reject it in each instance.

We may use web beacons on this Site from time to time. Web beacons or clear gifs are small pieces of code placed on a web page to monitor the visitors behaviour and collect data about the visitors viewing a web page. For example, web beacons can be used to count the users who visit a web page or to deliver a cookie to the browser of a visitor viewing that page.

We use Google Analytics features based on Remarketing, Google Analytics Demographics and Interest Reporting. These features use first-party and third-party cookies to inform and optimise content based on your past visits to our site and assists us to collect and process data.

Google Analytics informs us of how visitors use our Website based on your browsing habits, so that we can improve our Website to make it easier for you to find the information you are seeking. Google also receives this information as you browse our Website and other websites on the Google Display Network using Remarketing. To find out how Google uses data when you use third party websites or applications, please see www.google.com/policies/privacy/partners/ or any other URL Google may use from time to time.

Unsubscribing or opting out of direct marketing communications

When you sign up for any of our services, you can choose to opt in to our marketing and promotional messages.

Where we use your personal information to send you marketing and promotional information by email, we will provide you with an opportunity to opt-out of receiving such information. By electing not to opt-out, we will assume that we have your implied consent to continue to receive similar information and communications in the future. We will always ensure that our opt-out notices are clear, conspicuous and easy to take up.

You may choose to restrict the collection or use of your personal information. If you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time through the unsubscribe link on any marketing email communications you receive.

Storage and security of your personal information

We use data hosting facilities to provide the Website and our services. As a result, your personal information and data usage may be transferred to, stored at, managed through any of our data centres. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard the information and protect it from misuse, interference, loss and unauthorised access, modification and disclosure. Where possible, we will take reasonable measures to de-identify your personal information. We do not store hard copy personal information, or store personal information outside our servers and integrated platforms.

We endeavour to take reasonable steps in appropriate circumstances to ensure that any overseas third party service providers we engage do not breach the Privacy Principles, including through contractual arrangements.

Your provision of third party information

If you provide us with third party personal information, including information from your users, you warrant to us that you have the third party’s consent to providing this information.

Your rights

Complying with the applicable legislations and regulations we provide our customers with below mentioned rights,

  • The right to access – You have the right to request Our Company for copies of your personal data. 
  • The right to rectification – You have the right to request that Our Company correct any information you believe is inaccurate. You also have the right to request Our Company to complete information you believe is incomplete. 
  • The right to erasure – You have the right to request that Our Company erase your personal data, under certain conditions.
  • The right to restrict processing – You have the right to request that Our Company restrict the processing of your personal data, under certain conditions.
  • The right to object to processing – You have the right to object to Our Company’s processing of your personal data, under certain conditions.
  • The right to data portability – You have the right to request that Our Company transfer the data that we have collected to another organization, or directly to you, under certain conditions.

You will be required to send your request via email and we will make sure to respond and process the request within a month.

Complaints

If you have any queries in relation to our Privacy Policy if you believe that we have breached the Privacy Principles and would like to make a complaint, please contact us at legal@vidyamantra.com. We endeavour to respond to complaints and queries within fourteen days of receipt.

Contact

For any questions or notice, please contact our Privacy Officer at:

Email: legal@vidyamantra.com

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Acceptance of Terms

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

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

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

Limited License

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

Proprietary Information

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

Using Our Services

Hosting service

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

Other related services

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

Service Terms

General Terms

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

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

Anti-Discrimination

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

Modification and termination of service

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

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

User Content

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

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

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

Limited Warranties

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

Limitation on Liability

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

Indemnity

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

Arbitration

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

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Data Processing Addendum

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

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

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

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

Relevance of this DPA

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

Data Processing Terms

Definitions

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

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

Data Processing 

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

     

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

Confidentiality of Customer Data

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

Rights of a Data Subject

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

Customer Instructions

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

Security

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

Sub-processing 

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

Vidya Mantra authorises its sub-processors as described below;

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

Security breach incident

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

Transfer of Personal Data

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

Termination of the DPA

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

 

Return or Deletion of Customer Data

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

 

Duties to Inform

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

 

Entire Agreement; Conflict

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

Annex 1:List of Services Provided by Vidya Mantra 

Vidya Mantra as an EdTech company offers below mentioned services: 

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

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

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

Annex 2:Details of Data Processing

Nature and Purpose of Processing

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

Duration of Processing 

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

Categories of Data Subject  

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

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

Type of Personal Data 

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

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

Annex 3:Standard Contractual Clauses

Standard Contractual Clauses (processors)

 

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

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

and 

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

(the “data importer”)

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

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

Clause 1:Definitions 

For the purposes of the Clauses:

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

 

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

 

    1. the subprocessor‘ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
    1. the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established; 

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

Clause 2:Details of the transfer 

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

Clause 3:Third-party beneficiary clause

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

Clause 4:Obligations of the data exporter 

The data exporter agrees and warrants: 

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

Clause 5:Obligations of the data importer 

The data importer agrees and warrants: 

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

Clause 6:Liability

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

Clause 7:Mediation and jurisdiction

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

Clause 8:Cooperation with supervisory authorities

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

Clause 9:Governing Law

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

Clause 10:Variation of the contract

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

Clause 11:Subprocessing

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

Clause 12:Obligation after the termination of personal data processing services

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

Appendix 1:To The Standard Contractual Clauses

Data exporter 

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

Data importer 

The data importer is Vidya Mantra Edusystems Private Limited

Data subjects 

Data subjects are defined in Section 2.3 of the DPA. 

Categories of data 

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

Processing operations 

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

Appendix 2:To The Standard Contractual Clauses

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

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

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

Suggest Edit

Master Subscription Agreement

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

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

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

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

Definitions

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Proprietary Rights, Licenses

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Data and Content

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    3. If you purchase or use Third Party Products in conjunction with the Services, you acknowledge that we may allow these Third Parties to access any inputted Data as required for the interoperation of the Third Party Products to the Services. We are not responsible for any disclosure, modification or deletion of Data resulting from any such access by Third Parties.
    4. You acknowledge and agree that:
      • We are not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s) or agents or any User; and
      • You are responsible for complying with all laws and regulations regarding the use and disclosure of your Data or other requirements under law or corresponding foreign domestic law.
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Other Content

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    3. You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Confidentiality

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

Our other responsiblities

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

Representations, Warranties, Exclusive Remedies and Disclaimers

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

Limitation of Liability

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

Term and Termination

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

Privacy and your personal information

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

License from Vidya Mantra

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

Changes to the Terms

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

Feedback and dispute resolution

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

Notice

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

Consents and approval

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

Further Assurance

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

Enforceability

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

Relationship of parties

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

Rights of third parties

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

Assignment

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

Waiver or variation of rights

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

Powers, Rights and Remedies

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

Force Majeure

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

Governing Law

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

Contacting Us

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

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