AGREEMENT TO TERMS
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and UpswingIt Edutech Pvt. Ltd. (“we,” “us” or “our”), concerning your access to and use of the UpswingIt app as well as any other media form or mobile application related, linked, or otherwise connected thereto (collectively, the “App”).
You agree that by accessing the App, you have read, understood, and agree to be bound by all of these terms and conditions. We reserve the right, in our sole discretion, to make changes or modifications to these terms and conditions at any time and for any reason.
It is your responsibility to periodically review these terms and conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised terms and conditions by your continued use of the App after the date such revised terms and conditions are posted.
1. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the App is our proprietary property and all source code, databases, functionality, software, App designs, audio, video, text, photographs, and graphics on the App (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by various intellectual property rights under the laws of India.
The Content and the Marks are provided on the App “AS IS” for your information and personal use only. Except as expressly provided in these terms and conditions, no part of the App and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the App, you are granted a limited license to access and use the App and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.
2. USER REPRESENTATIONS AND WARRANTIES
By using the App, you represent and warrant that:
- all registration information you submit will be true, accurate, current, and complete;
- you will maintain the accuracy of such information and promptly update such registration information as necessary;
- you have the legal capacity and you agree to comply with these terms and conditions;
- you will not use the App for any illegal or unauthorized purpose;
- your use of the App will not violate any applicable law or regulation.
In the event you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App (or any portion thereof).
3. USER REGISTRATION
You may be required to register with the App. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
4. USER GENERATED CONTRIBUTIONS
The App may invite you to chat, contribute to, or participate in activities, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the App, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions“).
5. CONTRIBUTION LICENSE
By posting your Contributions to any part of the App [or making Contributions accessible to the App by linking your account from the App to any of your social networking accounts], you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such contributions, and grant and authorize sublicenses of the foregoing.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the App.
You are solely responsible for your Contributions to the App and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the App; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
6. GUIDELINES FOR REVIEWS
We may provide you areas on the App to leave reviews or ratings. When posting a review, you must comply with the following criteria:
- Your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
- your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
- your reviews should not contain references to illegal activity;
- you should not be affiliated with competitors if posting negative reviews;
- you should not make any conclusions as to the legality of conduct;
- you may not post any false or misleading statements;
- you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.
We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the App (“Submissions“) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
8. APP MANAGEMENT
We reserve the right, but not the obligation, to:
- monitor the App for violations of these terms and conditions;
- take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities;
- in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
- in our sole discretion and without limitation, notice, or liability, to remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
- otherwise manage the App in a manner designed to protect our rights and property and to facilitate the proper functioning of the App.
9. TERM AND TERMINATION
These terms and conditions shall remain in full force and effect while you use the App. Without limiting any other provision of these terms and conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the app to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms and conditions or of any applicable law or regulation. We may terminate your use or participation in the app or delete any content or information that you posted at any time, without warning, in our sole discretion.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
10. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the App at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our App. We also reserve the right to modify or discontinue all or part of the App without notice at any time.
We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the App.
11. DISPUTE RESOLUTION & GOVERNING LAW
The terms and conditions shall in all respects, be governed by and construed in accordance with the laws of India. The Parties agree to submit to the exclusive jurisdiction of the courts in Mumbai in connection with any dispute arising out of or in connection with this Agreement.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contribution; (2) use of the App; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
These terms and conditions and any policies or operating rules posted by us on the App constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these terms and conditions shall not operate as a waiver of such right or provision.
These terms and conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these terms and conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the App. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these terms and conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
14. CONTACT US
In order to resolve a complaint regarding the App or to receive further information regarding use of the App, please contact us at:
Name: Madhav Kabra