GrowHall Terms of Service

1. Introduction

1.1. This Licensing Contract governs the use by the Subscriber and any Users accessing the Services through the Subscriber, of our website at www.edqwest.com (the "EdQwest Service", "the Service" or "EdQwest"). EdQwest is a product offered by Teacher Tools Private Limited. By signing this Licensing Contract, the Subscriber agrees to be bound by the terms contained herein, our Terms of Use, Privacy Policy, and any ancillary documents including order forms in relation to the Services (our "Terms"). This Licensing Contract shall prevail in the event of any conflict between the Licensing Contract and any other EdQwest policies.

1.2. Occasionally the Service Provider may, at its discretion, make changes to the Service and the Terms. Upon any such material changes to the Services or Terms, the Service Provider shall notify the Subscriber. By continuing to use the Service or allowing the Users to continue using the Service after changes are made, Subscriber is expressing and acknowledging its acceptance of the changes.

1.3. Rebranding and Name Change: The Subscriber acknowledges that the Service Provider may, at its sole discretion, rebrand, rename, or change the trading name, product name, domain, or URLs associated with the Service. Any such rebranding shall not constitute a change to this Licensing Contract, shall not require re-execution of this Licensing Contract, and shall not affect the rights, obligations, or commercial terms of either party. The Service Provider shall provide reasonable notice of such changes to the Subscriber. Existing URLs referenced in this Licensing Contract (including those pointing to policies, terms, and supplementary documents) will continue to function or redirect automatically to the equivalent location on the renamed or rebranded Service.

*see definitions below

2. Definitions

In this document, unless the context otherwise requires:

"Licensing Contract" means this Licensing Contract, and any supplementary documents referred to herein (executed in written form online).

"Confidential Information" means any information that: (i) if disclosed in writing, is labelled as "confidential" or "proprietary"; (ii) if disclosed orally, is designated confidential at disclosure; or (iii) whether it being written or oral and whether it being designated as confidential or not, by its nature, and/or the circumstances of its disclosure, makes it reasonably likely that it is confidential. Confidential Information may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, future product plans, designs, specifications, data, computer programs, business activities and operations, customer lists, reports, studies, personnel information, financial information, information disclosed by demonstration of any product and other technical and business information.

"Content" means the educational material made available through the Service, including but not limited to instructional videos, subject notes, question banks, digital textbooks, assignment modules, evaluation modules, and any other educational resources provided by the Service Provider or its licensors.

"Effective Date" means the date the Subscriber and the Service Provider execute this Licensing Contract.

"Intellectual Property Rights" means all copyright and related rights, design rights, registered designs, patents, trade and service marks (registered and unregistered), database rights, know-how, rights in confidential information and all other intellectual property rights throughout the world for the full term of the rights concerned.

"Service Provider" means Teacher Tools Private Limited, operating through its brand EdQwest.

“Billing Year” means each successive twelve (12) month period commencing on the Effective Date, used by the Service Provider for invoicing purposes.

"Initial Term" means the first committed period under this Licensing Contract, commencing on the Effective Date and continuing for the duration specified in the Licensing Contract, after which the Licensing Contract shall automatically renew for successive Renewal Terms.

“Renewal Term” means each successive twelve (12) month renewal period commencing automatically upon expiry of the Initial Term or the then-current Renewal Term.

“Subscription Period” means the Initial Term together with each subsequent Renewal Term.

"Territory" means the geographical area or jurisdiction where the Subscriber is registered, authorized, and legally permitted to receive the Services. This may include, but is not limited to, specific countries, states, or regions where the Subscriber is in compliance with all applicable local laws and regulations.

"Terms of Use" means the Service Provider's supplementary document "EdQwest Terms of Use" that the Subscriber and their Users have to accept to use the Service; these Terms are available at https://www.edqwest.com/terms-and-conditions and may be updated from time to time.

"User Account Information" means information requested by the Service Provider about Subscriber's Users in order to set up and register the Users for Services.

"Users" means individual students, teachers, parents, staff, and administrators who are authorized by the Subscriber to use the Service, for whom subscriptions to the Service have been procured, and who have been supplied user identifications and passwords by the Subscriber (or by Service Provider at Subscriber's request).

"Licensed Users" means individual students of the Subscriber considered for billing purposes by the Service Provider.

"Add-on services" means any one or a combination of services provided by the Service Provider outside the scope of this Licensing Contract.

3. Supply of Services

3.1. Service Provider hereby undertakes to supply to Subscriber the subscribed Service on the terms outlined in the Licensing Contract.

3.2. By subscribing to Services, the signatory warrants and represents that it is authorized to bind the Subscriber to this Licensing Contract. Subscriber further warrants and represents that;

1. it is registered in its Territory and will only grant User access to the Services in that Territory;
2. it complies with and will comply with the subscription requirements set out in the Licensing Contract;
3. any registration information that it submits to the Service Provider is true, accurate and complete, and it agrees to keep it that way at all times;
4. it is authorized to grant all permissions and licenses provided in this Licensing Contract to its Users;
5. it shall comply with any laws and regulations that apply to its use of the Services (in particular local regulatory regimes on privacy and data protection);
6. it shall not use the Services for any other use than set forth herein and shall not allow any third party to do so and
7. it has rights to all information that it or its Users share with the Service Provider in connection with the use of the Services, including but not limited to data, content, or any other materials submitted through the Services.

3.3. Use of the Services requires User registration with Service Provider. Users shall obtain registration in the manner prescribed by the Subscriber.

3.4. Subscriber confirms that it will accept and comply with the Terms, and shall procure Users' consent to processing of any personal data as set forth in this Licensing Contract.

3.5. Subscriber confirms that it is responsible that its Users at all times comply with the terms of the Licensing Contract and adhere to Service Provider's requirements and guidelines in relation to the use of the Service, as designated by Service Provider from time to time, including applicable Terms and instructions.

3.6. Subscriber or registered Users are responsible for all hardware, communication networks and other equipment necessary for use of Services, and the due installation thereof. Subscriber is solely responsible for all activities conducted by Users, through each of any User's logins. Subscriber is not allowed to engage in service bureau use, outsourcing, renting, reselling, sub-licensing, concurrent use of a single User login, or time-sharing of the Service.

3.7. Subscriber shall not and shall not permit Users to:

1. copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form;
2. use the Service in a manner that is contrary to applicable law or in violation of any third party rights of privacy or Service Provider's Intellectual Property Rights;
3. use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Service;
4. access the Service by any means other than through the interfaces that are provided by Service Provider;
5. use or allow Users or third parties to use the Services in any unauthorized manner or in breach of the Terms of Use;
6. record, screen-capture, download, or otherwise reproduce any video content, digital textbook, question bank, assessment, or other Content made available through the Service, except where such functionality is expressly provided by the Service;
7. share, distribute, or make available any Content to any person who is not a Licensed User under this Licensing Contract; or
8. use the Content to create competing educational materials, commercial products, tutoring services, or any derivative product.

3.8. For Subscribers in the US, you undertake that you have obtained all necessary permissions to share 'Educational Records' (as defined under FERPA) with the Service Provider.

3.9. For Subscribers in EU/EEA and Switzerland, you understand that you have executed a Data Processing Agreement with the Service Provider as per the requirements of the GDPR. The Data Processing Agreement states that you are the "Controller" of data and the Service Provider is the "Processor" of data as defined in the GDPR.

3.10. The Service Provider shall; (i) enable registered Users to access the Services using their email address along with a password set by the User, or through Single Sign-On (SSO) where configured by the Subscriber; (ii) grant Users access to the portals relevant to that User in accordance with the Terms; and (iii) make reasonable endeavours for the use of the Service to be secure and error-free. However, the Services are provided on an as is where is basis. We are also not responsible for any errors or potential infringement of third party content in materials published by Users while using our Services, as such content may originate from external sources. Access to the Services may be interrupted at times, and we do not make any warranties about the completeness or fitness for a specific purpose of the Service.

3.11. Service Provider reserves the right to make such changes to the features and functionality of the Service, systems and interfaces as Service Provider sees fit at its sole discretion. Notwithstanding the aforesaid, Service Provider will notify the Subscriber, or where relevant its Users, of any material changes in advance where reasonably practicable and where such prior notice would not adversely affect Service Provider's commercial interests.

3.12. The Service Provider shall retain all rights, title, and interest in and to any and all information, data, materials, or documentation provided to the Subscriber under this Licensing Contract. The Subscriber acknowledges that such information is and shall remain the sole property of the Company and is provided solely for the purposes outlined in this Licensing Contract. The Subscriber agrees not to claim ownership, modify, reproduce, distribute, or use the information for any purpose other than as explicitly authorized in this Licensing Contract.

3.13. Service quality: Occasionally, the Services may include links to external websites for convenience and additional information. These links do not imply our endorsement of the linked websites, and we are not responsible for their content.

3.14. Force majeure: The Service Provider shall not be liable for any delay or failure to perform its obligations under these Terms, including the provision, maintenance, or continuation of any aspect, feature, or functionality of the Services, if such delay or failure arises from events or circumstances beyond its reasonable control. These events may include, but are not limited to, acts of God, natural disasters, government actions, changes in law or regulation, labor disputes, strikes, war, civil unrest, acts of terrorism, epidemics, pandemics, failures or delays in telecommunications or internet services, cyberattacks, infrastructure failures, or other events beyond the Service Provider's control ("Force Majeure Event").

In the event of such an occurrence, the Service Provider shall endeavor to notify Users of any resulting modification, suspension, discontinuation, or removal of aspects, features, or functionalities of the Services. However, the Service Provider makes no guarantee, express or implied, to maintain or continue any part of the Services during or after the Force Majeure Event. You agree that the Service Provider will not be liable to you or any third party for any modifications, suspensions, or discontinuation of the Services on account of a Force Majeure Event.

3.15. Maintenance: The Subscriber acknowledges and agrees that the Services may be temporarily unavailable due to scheduled maintenance, updates, or unforeseen technical issues. The Service Provider will use reasonable efforts to provide advance notice of any scheduled outages but does not guarantee uninterrupted access to the Services. The Service Provider shall not be liable for any loss, damage, or expense incurred by the Subscriber or Users accessing the Services through the Subscriber as a result of any service outages, interruptions, delays, or failures, whether scheduled or unscheduled.

3.16. Scope of Content License: The license granted to the Subscriber under this Licensing Contract permits access to and use of the Content solely for educational purposes by the Subscriber's Users within the Subscriber's curriculum. The license does not permit:

1. use of the Content for any commercial purpose, including resale, sub-licensing, or redistribution;
2. reproduction, modification, or creation of derivative works from any Content, in whole or in part;
3. downloading, copying, or saving Content for distribution outside the Service, except as expressly permitted by the functionality of the Service;
4. sharing login credentials with any person who is not a Licensed User;
5. use of the Content for IB programmes other than those subscribed to (for example, use of IB DP content for MYP or PYP purposes unless separately licensed); or
6. any use that would compete with or substitute for the Service.

Where the Subscriber or its Users reference, display, or quote Content in any teaching material, the Service Provider's copyright and name shall be clearly acknowledged.

4. Terms of Service and Fair Usage Policy for EdQwest AI

4.1 These Terms of Service govern your use of EdQwest AI.

4.2 Data Sharing and Privacy

4.2.1 The Service Provider uses multiple Large Language Models from reputable AI vendors for providing the services of EdQwest AI. The User's generated prompt is transmitted to the relevant LLM vendor for processing. All such data is encrypted in transit. The Service Provider does not retain the User's prompts or the AI-generated responses beyond what is necessary to deliver the feature.

4.2.2 The Service Provider does not deliberately transmit Personally Identifiable Information to the LLMs. Users are instructed not to include Personally Identifiable Information, sensitive personal data, or confidential information in their prompts. The Subscriber is responsible for making its Users aware of this requirement.

4.3 EdQwest AI Fair Usage Policy

This Fair Usage Policy (the "Policy") outlines the guidelines and expectations for the usage of EdQwest AI by the Subscriber. To maintain an equitable and efficient experience for all users, this Policy is a part of the contract between the Service Provider and the Subscriber.

Usage Guidelines

1. Usage for educational purposes: EdQwest AI is intended to be used for educational purposes. The Users agree that they will use EdQwest AI for educational purposes only.
2. Reasonable Usage: The Subscriber should make all practicable efforts to see that the Users make reasonable use of EdQwest AI to support learning. Excessive or abusive usage, including repeated or automated triggering of AI requests at volumes that materially exceed normal educational usage patterns, is prohibited.
3. User Accounts: Users will have EdQwest AI enabled for their unique EdQwest account. Sharing accounts or login credentials is not allowed and may result in restricted access.
4. Data Security: Users are responsible for maintaining the security of their accounts and passwords. Any unauthorized access should be reported immediately.
5. Prohibited Activities: The following activities are strictly prohibited and may result in suspension or termination of access: (i) Misusing the AI features for malicious purposes;
   (ii) Attempting to reverse-engineer or manipulate the AI algorithms;
   (iii) Inputting inappropriate, offensive, or unlawful content into the Ask AI feature, or content that infringes third-party intellectual property rights.
6. System Integrity: Users should refrain from any action that might compromise the integrity of the EdQwest AI system or its infrastructure.

4.4 Usage Monitoring and Enforcement

4.4.1 Usage Monitoring: Service Provider reserves the right to monitor usage patterns to ensure compliance with this Policy.

4.4.2 Suspension or Termination: To maintain optimal performance and fair usage across all EdQwest AI users, your access to AI features can be reduced depending on your usage.

4.5 Updates to the Policy
Service Provider reserves the right to update or modify this Fair Usage Policy as needed. Subscriber will be notified of any changes and will be expected to comply with the updated version. For the most updated version of the policy, please visit https://www.edqwest.com/

5. Review of content and restricted content categories

5.1. Certain sections of the Services are interactive, allowing Subscribers/Users to contribute content. EdQwest is an intermediary in relation to such content and disclaims any responsibility or liability for material shared through these features. EdQwest retains the sole discretion to remove, review, modify, or delete any content as it deems appropriate.

5.2 Subscriber will not, and will ensure that any User will not, upload, post, transmit or otherwise make available any content that:

• Uses information without consent, including information that belongs to another person without the necessary rights or authorization to do so.
• Harasses or bullies others, including abusive videos, comments, or messages; sharing personal or sensitive identifiable information; content intended to humiliate someone; or any form of sexual harassment or bullying.
• Encourages money laundering or gambling.
• Contains hate speech.
• Contains violent or graphic content.
• Incites or promotes violence.
• Is harmful to children.
• Deceives or misleads others about the origin of a message or knowingly communicates misinformation.
• Contains viruses, trojan, horses, worms, cancelbots, malware, or other harmful code designed to interrupt, harm, intercept, steal, destroy, or limit the functionality of any computer resource, or use of automated tools, including bots, spiders, or offline readers, to access, scrape, or interact with the Services.
• Misuses metadata, including titles, descriptions, tags, thumbnails, bios, or other features to mislead users.
• Engages in scams, including content intended to deceive others for financial gain.
• Impersonates another person or misrepresents your affiliation with any entity or person.
• Violates any law for the time being in force and applicable to the Service Provider.

For clarity, bona fide educational use of sensitive or challenging subject matter (including but not limited to hate speech, discrimination, political violence, or other controversial themes) is permitted where such use is directly related to the Subscriber's curriculum or legitimate teaching activities. Any such use must be clearly contextualized for instructional purposes, age-appropriate, compliant with applicable law, and subject to active supervision by qualified staff. The Subscriber acknowledges and agrees that it is solely responsible for making sure that such use does not promote, encourage, or normalize harmful conduct, and that the Service Provider shall not be liable for any misuse of the Services in this regard.

5.3 Cultural, Religious, and Regional Sensitivities: The Subscriber acknowledges that the Content is designed for a global audience and may include references, examples, or illustrations that do not reflect every cultural, religious, political, or regional sensitivity. It is the responsibility of the Subscriber to review the Content prior to making it available to its Users and to determine whether the Content is appropriate for its specific cultural, religious, and regional context. The Service Provider makes no representation that the Content is appropriate for every jurisdiction or community and shall not be liable for any objection, claim, or complaint arising from the Subscriber's decision to make the Content available to its Users.

6. Fees and Payment

6.1. The prices and conditions for the services are subject to review and modification by the Service Provider from time to time at its sole discretion. The Service Provider reserves the right to modify the prices and the pricing structure for the Services, including any adjustments necessary to account for inflation, product improvements or changes in market conditions. Fees for the Initial Term shall be as set out in the Licensing Contract and shall remain fixed for the duration of the Initial Term, unless otherwise agreed in writing by both parties. For each Renewal Term, the Service Provider may increase the Licensing fees by approximately five percent (5%) over the fees applicable in the immediately preceding Billing Year, to account for inflation and product improvements. The Service Provider shall notify the Subscriber of any such increase at least one (1) month prior to the expiry of the Initial Term or the then-current Renewal Term. Unless the Subscriber cancels the subscription in accordance with the terms outlined herein, the adjusted prices will automatically apply from the start of the next Renewal Term.

6.2. Charges for Add-on services, if any availed by the Subscriber, will be billed as and when services are provided to the Subscriber.

6.3. Unless otherwise agreed in writing by both parties, the Service Provider shall invoice the Subscriber annually in advance of each Billing Year. Invoiced Amounts are in the currency set out in the Licensing Contract, and exclude taxes, levies or duties of any kind including, but not limited to, value-added, General Sales, sales use or withholding taxes. Any charges related to payment processing of the subscription amount including but not limited to bank charges, payment gateway charges, and credit card charges shall be borne by the Subscriber.

6.4. All invoices are payable upon presentation and should be paid no later than fifteen (15) calendar days from (i) the start of the Initial Term for the initial invoice, (ii) the start of the relevant Renewal Term for invoices raised on automatic renewal, or (iii) the date of invoice for any other invoices raised during the Initial Term or any Renewal Term, unless otherwise agreed in the Licensing Contract. All amounts owed hereunder, not paid when due, will be subject to penalty interest at the rate of USD 50 per day (calculated and charged monthly) as well as compensation for costs for recovery of late payment. Upon late payment, Service Provider, at its own discretion, may temporarily restrict Licensed Users access to the Service, until such time that full payment is received.

6.5. If the Subscriber requires additional Licensed Users beyond the number specified in the Licensing Contract during the Subscription Period, the Subscriber shall notify the Service Provider in writing, and the Service Provider shall add the additional Users to the Subscriber's account. The Service Provider shall raise an invoice for the additional Users on a pro-rata basis at the per-User rate applicable in the current Billing Year, calculated for the remaining duration of that Billing Year. Such invoices shall be payable in accordance with Clause 6.4. From the next Billing Year onwards, the total number of Licensed Users, including any added during the prior Billing Year, shall form the basis of the annual invoice.

6.6. All payments made by the Subscriber under this Licensing Contract are final and non-refundable. The Subscriber acknowledges and agrees that other than as provided in Clause 6.5, no refunds, credits, or adjustments will be provided for any reason, including but not limited to partial use of the Services, discontinuation of the Services by the Subscriber, or termination of this Licensing Contract by either party except as explicitly provided herein.

7. Subscription and Cancellation

7.1. The Initial Term shall be as set out in the Licensing Contract, commencing on the Effective Date. Upon expiry of the Initial Term, this Licensing Contract shall automatically renew for successive Renewal Terms of twelve (12) months each, unless the Subscriber cancels in accordance with Clause 7.3. Each Renewal Term shall commence immediately on expiry of the Initial Term or the prior Renewal Term, with no break in the Subscriber's access to the Service.

7.2. The Subscriber's commitment is binding for the full duration of the Initial Term and each Renewal Term. The Subscriber may terminate this Licensing Contract only in accordance with Clause 7.3 or where expressly permitted elsewhere in this Licensing Contract.

7.3. Pursuant to the provisions herein, any Subscriber requests for modification of the Service's scope or cancellation of the Subscription Period must be submitted in writing to the designated contact person at least sixty (60) days prior to the expiry of the Initial Term or the then-current Renewal Term. The Service Provider will use reasonable efforts to accommodate modification requests but is not obligated to do so.

7.4. Upon the termination of this Licensing Contract for any reason, any sum owing or due to the Service Provider shall be immediately payable and the rights of the Subscriber and Licensed Users herein shall be immediately cancelled. Upon termination or expiry of this Licensing Contract, the Subscriber shall, and shall procure that its Licensed Users shall, immediately cease accessing and using the Content. Any continued use of the Content following termination shall constitute a breach of this Licensing Contract and an infringement of the Service Provider's Intellectual Property Rights.

7.5. Upon termination or expiry of this Licensing Contract, the Service Provider shall make their best efforts to provide the Subscriber with a copy of their data in a commonly used and machine-readable format, subject to technical feasibility and applicable policies. However, the Service Provider may retain certain data for a period of 7 years or for as long as required or permitted under applicable laws, including for legal, regulatory, or compliance purposes. Such retained data will be handled in accordance with the Service Provider's privacy policy and applicable legal standards. Please refer to our Privacy Policy for further details on how we handle this data.

8. Intellectual Property Rights

8.1. Service Provider shall remain the exclusive owner of all Intellectual Property Rights in the Service (including the underlying technology, software, and Content). The Subscriber acknowledges that the Content includes material that is wholly owned by the Service Provider and may also include material licensed from third-party rights holders. All such Content, including underlying videos, textbooks, question banks, notes, assessments, and related materials, shall remain the exclusive property of the Service Provider or its licensors. The Subscriber may not remove any legends or statements in the Service or any materials provided therewith regarding Service Provider's proprietary rights.

8.2. Service Provider's trademarks, service marks, trade names, logos, domain names, and any other features of the Service are the sole property of Service Provider. The license granted to Subscriber and its Users herein does not grant any rights to use Intellectual Property or any other features of the Service, whether for commercial or non-commercial use.

8.3. Subject to Clause 8.4, any content created by the Subscriber or its Users within the Service (for example, responses to question banks, submitted assignments, or assessment responses) shall remain the property of the Subscriber or the relevant User. The Subscriber grants the Service Provider a non-exclusive, worldwide, royalty-free license to use such user-generated content solely for the purposes of providing the Service, including storage, processing, display to authorised Users, and service improvement.

8.4. The Subscriber covenants that it has all necessary rights, permissions, and consents to use, distribute, or display any information uploaded to the Services, including information in relation to Users or other third parties, and that it does not upload or use any information to which it does not have the necessary rights. The Subscriber grants the Service Provider a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable license to use or display the name or logo of the Subscriber for marketing and promotional activities, subject to applicable privacy laws and the terms of this Licensing Contract. The Subscriber represents and warrants that it has all necessary rights, permissions, and consents to grant this license and that such use by the Service Provider does not infringe upon the rights of any third party.

9. Confidentiality and Privacy

9.1. Any and all Confidential Information exchanged between the Service Provider, Subscriber and its Users shall be kept strictly confidential and not disclosed to any third party without prior written consent of the owner of the Confidential Information. At all times, Confidential Information shall be treated and stored carefully and appropriately so that the Confidential Information is not inadvertently made available to any third party or otherwise disclosed in breach of this Licensing Contract.

9.2. Notwithstanding the aforesaid, this Licensing Contract shall not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted or required by law, regulation or order of a court or other governmental authority. Furthermore, the Service Provider may disclose Confidential Information on a need-to-know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the Services.

9.3. Subscriber and its Users may not copy, make transcriptions or recordings or in any other way reproduce or duplicate any document or other medium containing Confidential Information or Intellectual Property Rights, without Service Provider's written consent.

9.4. Service Provider will comply with applicable Data Protection Regulation as well as with its own, at each time applicable, Privacy Policy in relation to any Subscriber or User personal data that it may collect and process for the purposes of supplying the Service. Service Provider will process any such personal data in accordance with Service Provider's Privacy Policy, available online at https://www.edqwest.com/privacy-policy.

9.5. If you provide any feedback, suggestions, ideas, or other information about our Services ("Feedback"), you agree that:
(i) your Feedback is not confidential or proprietary;
(ii) we may use, share, copy, or license it as we see fit, whether to improve our Services, create new ones, or for other business purposes; and
(iii) you will not be entitled to compensation or recognition for our use of your Feedback.

10. Limitation of Liability

10.1. Service Provider, its affiliates, and their respective officers, directors, employees, or agents shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages, or losses of any kind, including loss of profits, business, goodwill, revenue, sales, or data, under or in connection with this Licensing Contract, save where such loss or damage is due to Service Provider's gross negligence or willful violation of the terms of this Licensing Contract. Notwithstanding aforesaid, the Service Provider's maximum liability due to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, statutory duty, or otherwise, shall in no case exceed the equivalent of three (3) months of subscription fees applicable in the Billing Year in which the claim arose. Subscriber shall not have the right to terminate this Licensing Contract unless such loss or damage is due to Service Provider's gross negligence or willful violation of the terms of this Licensing Contract.

10.2. Service Provider shall not be liable for damages for any delay or default in performance of its undertakings of obligations under this Licensing Contract, or for any modifications, suspensions, or discontinuation of the Services, if such delay or default is caused by force majeure, including but without limitation thereto, wars, insurrections, fires, pandemics, passing of laws or any governmental order, regulation or ruling, or any other act(s) beyond the reasonable control of Service Provider, and Subscriber shall not have the right to terminate this Licensing Contract unless such delay or default in performance is caused by force majeure for a period of more than six (6) months. During the force majeure event, Service Provider will use all reasonable efforts to avoid, reduce or eliminate the force majeure event's prevention, restriction or delay of the performance of its obligations under this Licensing Contract.

11. Indemnity

11.1. The Subscriber agrees to indemnify and defend and hold harmless the Service Provider, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, expenses, or costs (including reasonable attorney's fees) arising out of or related to:

1. any actions taken by the Service Provider in connection with the Subscriber's use of the Services, including enforcement of the terms of this Licensing Contract;
2. any violation or alleged violation of this Licensing Contract, applicable laws, or regulations by the Subscriber or by Users accessing the Services through the Subscriber;
3. any content submitted, generated, or shared by the Subscriber or Users accessing the Services through the Subscriber, including claims of intellectual property infringement, defamation, or other violations of third-party rights;
4. the Subscriber's or Users' misuse of the Services or failure to comply with any applicable policies or guidelines; and
5. any third-party claims arising from the Subscriber's business operations or use of the Services.
6. This indemnity obligation shall survive the termination or expiration of this Licensing Contract.

12. Miscellaneous

12.1. Notice: Any notice or other communication to be given or served under or in connection with this Licensing Contract shall be in writing and shall be sent by e-mail to the other party's contact person set forth in the Licensing Contract.

12.2. Assignment: The Subscriber may not assign, mortgage, charge any of its rights or sub-contract or otherwise delegate any of its obligations under this Licensing Contract, except with the written consent of the Service Provider. The Service Provider may assign or transfer its rights and obligations under this Licensing Contract to any third party without the Subscriber's consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of the Service Provider's assets, provided that the assignee assumes all obligations of the Service Provider under this Licensing Contract on terms no less favourable to the Subscriber than those in effect at the time of such assignment. The Service Provider shall notify the Subscriber of any such assignment within thirty (30) days of completion.

12.3. This Licensing Contract and the Terms constitute the whole of the agreement between the parties and supersedes any previous agreement and no modification of this Licensing Contract shall be effective unless it is made in writing and executed by or on behalf of the parties unless otherwise is set forth in this Licensing Contract.

12.4. Waiver: No failure or delay by any party in exercising any of its rights under this Licensing Contract shall be deemed to be a waiver of that right, or otherwise prejudice, affect or restrict the rights or remedies of that party in relation to the other party, and no waiver by any party of a breach of any provision of this Licensing Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision of this Licensing Contract.

12.5. Survival: All provisions of this Licensing Contract that can be reasonably interpreted as surviving upon the full performance, expiry, termination, cancellation or voidance of the Licensing Contract (in particular provisions on indemnity, limitation of liability, applicable law and dispute resolution, intellectual property rights and confidentiality) shall survive said performance, expiry, termination, cancellation or voidance.

12.6. Severability: If any court or competent authority determines that any provision of these Terms (or a portion of any provision) is invalid, illegal, or unenforceable, that specific provision or part shall be deemed removed to the extent necessary. However, the remaining provisions of these Terms will continue to remain valid and enforceable.

13. Applicable Law and Dispute Resolution

Any dispute, controversy or claim arising out of or in connection with this Licensing Contract, or the breach, termination or invalidity thereof, shall be finally settled by the Courts of Bengaluru, India.

14. Specific relief

In the event of any violation of these Terms, you acknowledge that the Service Provider could suffer harm that cannot be fully resolved through monetary compensation. In such a case, the Service Provider has the right to seek an injunction from a court to prevent or address the breach. This right to an injunction does not limit the Service Provider's ability to pursue other legal remedies.