Skolasti
Please read these Terms of Use (“Agreement”) carefully before using the services offered by InovarTech Private Limited (“Company”, as defined below). By using this Platform and the Services, you agree to become bound by the terms and conditions of this Agreement on behalf of yourself or the organization, company, or entity for which you act (“Customer” or “you”) and represent that you have the authority to bind Customer to this Agreement. If you do not have such authority or you do not agree to all the terms and conditions of this Agreement, you must not accept this Agreement, and you will not have any right to use the services offered by Company. Automated registrations, including those by "bots," are not allowed.
AGREEMENT DEFINITIONS
“Administrator” refers to an Authorized User designated by the Customer to hold specific administrative responsibilities for the Customer’s account. These responsibilities included but not limited to ensuring the security and confidentiality, complying with applicable data privacy laws, providing necessary training and support are outlined within the Services’ interface.
“Affiliate” refers to any entity that either directly or indirectly controls, is controlled by, or is under common control with a party. In this context, “control” refers to the ability to direct or influence the management or policies of an entity, whether through ownership of voting securities, contracts, or other means.
“Authorized User” refers to any employee, contractor, agent, or individual associated with the Customer or its Affiliates who is authorized by the Customer to access and use the Services via the Customer’s account for the purposes specified herein. The Customer is responsible for ensuring that all the Authorized Users comply with this Agreement.
“Customer Delivered Course” means any course content, training materials, or learning activities that are provided, presented, or otherwise administered by the Customer to Authorized Users through the Platform.
“Documentation” refers to user guides, online help resources, training materials, and any other documentation provided to the Customer regarding the use of the Services.
“Effective Date” refers to the date on which the Customer first accesses the Services.
“Order” refers to an ordering document agreed upon by both the Company and the Customer, or as per the subscription details mentioned in the customer account.
“Platform” refers to www.Skolasti.com.
“Services” refers to the Company’s hosted, internet-accessible learning management solution, known as Skolasti, made available to the Customer through the Platform to structure and deliver online Customer Delivered Course(s) for Authorized Users.
“Company” or “we” refers to InovarTech Private Limited, a company registered under the Companies Act, 2013/1956, with the CIN: U72900TG2021PTC151382, and having its registered office at Flat No I-308, Aparna Cyber Commune, Sy No-177/A, Nallagandla Village, Rangareddy, Hyderabad, Telangana, India, 500019.
SERVICES
2.1. Grant of Access and Use Rights
Subject to Customer’s compliance with the terms and conditions set forth herein, Company hereby grants to Customer a non-exclusive, non-assignable, limited right to access and use the Services solely for Customer’s internal business operations, and up to the maximum number of Customer’s Authorized Users set forth in the Customer’s account, during the term of the applicable Subscription.
USERS
3.1. Registration
Customer must register an account to access the Services. Customer shall keep the registration information accurate and up-to-date. Customer is solely responsible for maintaining account confidentiality and for all activities under the account. Passwords and account access details should not be shared with anyone except Authorized Users. If account security is compromised, Customer must notify Company immediately at ___________________.
3.2. Authorised Users
The number of Authorised Users who can access the Services cannot exceed the number of user subscriptions purchased by the Customer. Shared logins are not allowed. Customer should prevent unauthorized access to the Services and Documentation.
3.3. Customer Delivered Courses
Customer is solely responsible for, and Company has no responsibility of any kind with respect to (a) administration and operation of each Customer Delivered Course, (b) support of Authorized Users with respect to participation in a Customer Delivered Course, (c) ensuring that Customer Delivered Courses do not violate or infringe the intellectual property rights of a third party; and (d) ensuring that Customer Delivered Courses are not offensive, profane, obscene, libellous or otherwise illegal.
RESTRICTIONS
Customer has no right to access or use the Services for any purposes except as may be otherwise expressly set forth in this Agreement. All use of the Services must be only as provided in this Agreement and only in accordance with Company’ applicable Documentation. The Customer shall not, and shall not enable or assist any third party to:
a) Modify, adapt, copy, translate, or create derivative works based on the Services or engage in copyright infringement.
b) Decompile, reverse engineer, disassemble, or attempt to access the source code or underlying elements of the Services.
c) Merge, bundle, or integrate the Services with other software.
d) Sell, resell, license, lease, publish, distribute, or transfer the Services to third parties.
e) Duplicate or reuse any part of the Services' HTML/CSS, JavaScript, or visual design elements.
f) Publicly share performance information or conduct benchmark or stress tests.
g) Access, store, or distribute harmful code, including viruses or malware.
h) Modify, disable, or compromise the integrity or performance of the Services or Company’s systems.
i) Tamper with or hack Company systems, bypass security measures, or attempt unauthorized access.
j) Decipher transmissions to or from the Services' servers.
k) Overload Company’s infrastructure with unreasonable demands on resources.
l) Interfere with the proper functioning of the Services.
m) Use the Services to distribute unlawful, harmful, defamatory, infringing, or otherwise objectionable material. Company reserves the right, without liability, to disable Customer’s access to any material that breaches these restrictions.
CUSTOMER’S OBLIGATIONS
Customer agrees to and shall ensure that its Authorized Users and Administrators will:
a) provide reasonable information and assistance to Company to enable the Services to be rendered;
b) comply with all applicable local, state, national, and foreign laws in connections with its use of the Services;
c) notify Company immediately upon becoming aware of any unauthorized use of the Services;
d) designate a qualified employee as Customer’s administrator for the Services; and
e) collect, input, update all Authorized Users data and material provided for use in connection with the Services
PAYMENT FOR SERVICES
Certain features of the Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and, unless explicitly provided otherwise herein, are non-refundable.
6.1. Price Changes and Billing
Company reserves the right to set and modify pricing. Current pricing information will be available on our Platform, which we encourage you to check periodically. Any changes in fees will be communicated to you in advance. Fees exclude taxes, which you are responsible for paying. Unless otherwise specified, payment is due in advance according to the payment schedule specified in your subscription plan. Invoices sent by email are considered received when transmitted. Payments must be made according to the payment schedule specified in your Order.
6.2.Payment Authorization
By providing your payment information, you authorize Company or its third-party processor to charge all fees and applicable taxes to your specified payment method. If you use a credit card, a pre-authorization check may be conducted to verify that your card has sufficient funds.
6.3.Delinquent Accounts
Company may suspend or terminate access to the Services if your account has unpaid fees. In addition to the overdue amount, delinquent accounts may incur extra fees related to chargebacks or collections.
TERM, TERMINATION AND EFFECTS OF TERMINATION
This Agreement starts on the Effective Date and remains in effect until terminated according to this Agreement. Termination will also end all active Subscriptions unless otherwise agreed. Either party may terminate this Agreement with notice if: (a) there is a breach that is not remedied within 30 days; (b) the other party becomes insolvent or is subject to bankruptcy proceedings; or (c) the other party engages in illegal activities. Customer may also terminate for any reason with 30 days’ notice, with pre-paid fees for unused Subscription terms being non-refundable.
Upon termination: (a) all license rights and access to Services end; (b) any unpaid amounts due must be settled; (c) obligations and Sections 1, 4, 6, 8, 9, 13, 15, 16, 17, 18 and 19 will survive. Company may modify or discontinue Services, including features, at any time without notice and will not be liable for any changes or suspensions.
OWNERSHIP OF INTELLECTUAL PROPERTY
Company and its licensors retain all intellectual property rights in and to the Services and its components, including the source code, Documentation, Platforms, URLs, appearance, structure, organization, preparatory design material, and all other elements of the Services (“Materials”). All Materials in the Services are the property of Company or its third-party licensors. Other than the right to use the Services for the Term provided in this Agreement, nothing in this Agreement grants Customer any right in the Services. Company reserves all rights to the Materials not granted expressly in this Agreement. To the extent Customer provides Company with any feedback relating to the Services (including feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Company will own all right, title, and interest in and to such Feedback (and Customer hereby makes all assignments necessary to achieve such ownership). Customer shall report promptly to Company any third-party claim served on Customer relating to the intellectual property rights in the Services or the Documentation.
THIRD-PARTY SERVICE AND LINKED WEBSITES
Company may offer tools to export information or link to third-party services and websites. Using these tools means you consent to Company transferring information to those third parties. Company is not responsible for third-party services or websites.
The Services may include third-party software available under broad licenses. This Agreement does not restrict your right to obtain or use these third-party components according to their licenses.
CUSTOMER CONTENT
10.1. Customer Content
Certain features of the Services may permit users to upload courses and other content to the Services, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“Customer Content”) and to publish Customer Content on the Services. You retain any copyright and other proprietary rights that you may hold in the Customer Content that you post to the Services.
10.2. Limited License Grant to Company
By providing Customer Content to or via the Services, you grant Company a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Customer Content, in whole or in part, for providing the Services as described in this Agreement.
10.3. Customer Content Representations and Warranties
Company disclaims any and all liability in connection with Customer Content. You are solely responsible for your Customer Content and the consequences of providing Customer Content via the Services. By providing Customer Content via the Services, you affirm, represent, and warrant to us that:
a) you are the creator and owner of the Customer Content, or have the necessary licenses, rights, consents, and permissions to authorize Company and users of the Services to use and distribute your Customer Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Company, the Services, and this Agreement;
b) your Customer Content, and the use of your Customer Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including intellectual property rights; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause Company to violate any law or regulation;
c) your Customer Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and
d) you have all necessary approvals and authorizations to convey all licenses to Company hereunder.
10.4. Customer Content Disclaimer
We are under no obligation to edit or control Customer Content that you or other users post or publish and will not be in any way responsible or liable for Customer Content. Company may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Services, you will be exposed to Customer Content from a variety of sources and acknowledge that Customer Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Company with respect to Customer Content. If notified by a user or content owner that Customer Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the Customer Content, which we reserve the right to do at any time and without notice. For clarity, Company does not permit copyright-infringing activities on the Services.
CUSTOMER’S DATA
Company processes personal data per the Data Processing Agreement (DPA) and Privacy Policy. Company complies with data protection laws and may process data for billing, service usage analysis, and marketing, with opt-out options available.
CONFIDENTIAL INFORMATION
During the Term, each party (the "Disclosing Party") may disclose confidential or proprietary information ("Confidential Information") to the other party (the "Receiving Party"). Confidential Information includes all materials marked as "Confidential" or similar, as well as any information that should reasonably be understood as confidential. The Services, pricing, and terms of this Agreement are Confidential Information of the Company. The Receiving Party will keep such information confidential, use it only internally for the Agreement’s purposes, and will not disclose it to third parties without the Disclosing Party's written consent. Exceptions to confidentiality include information that: (a) becomes public without breach, (b) is independently developed by the Receiving Party, (c) is disclosed by a third party without restrictions, or (d) was lawfully known by the Receiving Party before disclosure. The Receiving Party may disclose Confidential Information as required by law, with prompt notice to the Disclosing Party and efforts to limit disclosure. Upon request, the Receiving Party must return all Confidential Information to the Disclosing Party. The Receiving Party may disclose Confidential Information to third parties only as necessary to fulfill obligations under this Agreement, provided those third parties are bound by similar confidentiality obligations. Feedback will be Confidential Information of the Company.
LIMITED WARRANTY
13.1. Each party warrants that: (a) it is a validly existing and duly incorporated company in accordance with respective local laws; (b) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with the terms of this Agreement; and (c) it has taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions of this Agreement in accordance with their terms.
13.2. Company further warrants that during the Term, when utilized in accordance with their current Documentation and under normal use and circumstances, the Services will operate in material conformance with the Documentation.
DISCLAIMER
Except as stated in this section, Company makes no warranties or representations about the Services, which are provided "as-is" and "as-available." Company disclaims all express, implied, or statutory warranties, including those of merchantability and fitness for a particular purpose. No statement about the Services shall be considered a warranty or liability for Company. Customer acknowledges reliance only on the terms set forth herein. Company does not guarantee uninterrupted or error-free Services and is not liable for discrepancies in fees charged to authorized users. The limitations and disclaimers in this section apply to the fullest extent permitted by law, except where Company is prohibited from disclaiming warranties by law.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY AND ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO CUSTOMER’S ACCESS TO OR USE OF, OR CUSTOMER’S INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COMPANY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY ENTITIES TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT CUSTOMER HAS PAID TO COMPANY FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.
INDEMNIFICATION
Customer will defend, indemnify, and hold Company harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (a) Customer’s breach of any laws or regulations (including with respect to privacy); (b) Customer’s or any Authorized User’s use of the services; and (c) Customer’s violation of any agreements it has with any Authorized User.
MODIFICATION
Company may change this Agreement with 7 days' notice. Review it regularly for updates. Significant changes may require your acceptance to continue using the Services. If you disagree, you must stop using the Services. For active subscriptions, you may cancel with a refund if you object within 30 days. Material changes take effect after acceptance; minor changes are effective immediately. Amendments require a written agreement. Disputes will be resolved based on the Agreement version in effect when the issue arose.
MISCELLANEOUS
18.1. Notices
Any notice, request, instruction, or other document under this Agreement must be in English, in writing, and sent by email or courier to the address specified on the Customer’s account or to Company.
18.2. Entire Agreement
The Agreement, including the Course Store Terms, Order, and DPA, constitutes the entire understanding between the parties. No additional terms from purchase orders or other documents will affect or modify this Agreement. Amendments or modifications must be made in writing and signed by both parties to be valid.
18.3. Severability
In the event of any one or more provisions of this Agreement becoming invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
18.4.Waiver
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
18.5. Force Majeure
Delays or failures in performance due to events beyond a party’s control, such as natural disasters, strikes, or acts of war, will not be considered a breach. Performance deadlines are extended by the duration of the delay. If the Force Majeure Event lasts more than 30 days, the unaffected party may terminate the Agreement with written notice. Financial obligations are not excused.
18.6. Marketing
During the Term Company may disclose Customer as a client; and (c) Company may use Customer’s testimonials, name, website URL, use case, and logo in marketing materials and presentations. Upon Customer’s request, Company will cease such disclosures, except for materials already published.
18.7. Assignment
This Agreement is non-assignable by Customer except with Company’s prior written consent. Customer may transfer its rights and obligations to an Affiliate or in connection with a merger, acquisition, or sale of assets with prior notice to Company. If the transfer is to a direct competitor, Company may terminate the Agreement with written notice. Company may assign the Agreement freely. Any unauthorized assignment is void.
18.8. Governing law and Jurisdiction
Any dispute arising hereunder shall be exclusively construed in accordance with the laws of India without regard to principles of conflict of laws. For the purpose of this Agreement, Customer consents to the personal jurisdiction and venue of the courts located in the State of Telangana.
Privacy Policy:
By agreeing to these Terms of Use, you acknowledge that the Company may collect, use and disclose your information as described in our Privacy Policy, also available on the Platform.
Data Processing:
Refer to our Privacy Policy available on the Platform.