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Terms & Conditions

  • END USER LICENSE AGREEMENT

      This End User License Agreement ("Agreement") is a binding agreement between the user ("you", "your", “Students”, “Parents”, “Staff”, “Teachers” or "End User" referred to collectively as “You”) of the software application and web portal (as defined herein) and USENSE INNOVATIVE SOLUTIONS PVT. LTD. ("USENSE"), a company registered at Office No. 714/715, Rupa Solitaire, 7th floor, Millennium Business Park, Mahape, Ghansoli, Navi Mumbai, Maharashtra 400701. This Agreement governs your use of the USENSE Mobile Device Software, including the Hosted Software (“EDUSENSE”), any gadgets, devices or electronic equipment (all as defined herein) and all related documentation. The Mobile Device Software is licensed, not sold, to you.

      BY DOWNLOADING/INSTALLING OR USING THE APPLICATION, YOU

    1. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
    2. REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND
    3. ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.
    4. Definitions.
      • “Content” means any educational content or exchange of messages, notes co-created or provided by USENSE
      • "De-identified" means data that has been processed to remove, hide, encrypt, anonymize or aggregate identifying information such that one could not, using reasonable efforts, link such information back to you.
      • "End User Data" means data entered or uploaded by you to the Hosted Software via the Mobile Device Software.
      • “Electronic Equipments” means a GPS Device, Smart Boards, Servers or any other computing device on which content could be generated and stored using the software.
      • "Hosted Software" means the online software, platform and web portal (“EDUSENSE”) which you can access via the Mobile Device Software and your account that are hosted and maintained by USENSE.
      • "Mobile Device Software" means the downloadable software application offered by USENSE through which your EDUSENSE account is accessed.
      • "Mobile Device" means a smartphone, tablet, or other mobile computing device on which the Mobile Device Software is installable or installed. "Services" means a web-based software platform with interactive tools to record school-parent communication, school assignments and other aspects of school assignments and notifications by the end users.
      • "USENSE Data" means all information, including, but not limited to, data, analyses, measurements, reports, trends, and metrics, generated from, derived from, based on or related to End User Data.
      • "Web Portal" means the website accessible at edusensenote.com or via the Mobile Device Software.
    5. License Grant.

      USENSE, through the Mobile Device Software, provides the Services to parents and their children Subject to your compliance with the terms of this Agreement, USENSE grants you a personal, limited, terminable, non-exclusive, non-transferable license to:

    6. download, install, and use the Mobile Device Software for your personal, non-commercial use on your Mobile Device strictly in accordance with the Mobile Device Software's documentation; and
    7. access and use on such Mobile Device the Services made available in or otherwise accessible through the Mobile Device Software, strictly in accordance with this Agreement.
    8. License Restrictions.
    1. You shall not:
      1. copy the Mobile Device Software;
      2. modify, translate, adapt or otherwise create derivative works or improvements, of the Mobile Device Software;
      3. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Mobile Device Software, the Hosted Software or any part thereof;
      4. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Mobile Device Software;
      5. rent, lease, lend, sell, sub license, assign, distribute, publish, publicly perform or display, transfer or otherwise make available the Mobile Device Software or any features or functionality of the Mobile Device Software, to any third party for any reason, including by making the Mobile Device Software available on a network where it is capable of being accessed by more than one device at any time;
      6. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Mobile Device Software; or,
      7. Upload or introduce any virus or malware to the Hosted Software.
    2. You are responsible for keeping your account login credentials (user name and password) confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your End User Data.
      1. Reservation of Rights.

        You acknowledge and agree that the Mobile Device Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Mobile Device Software under this Agreement or any other rights thereto other than to use the Mobile Device Software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. USENSE and its licensors and service providers reserve and shall retain each of their entire right, title and interest in and to the Mobile Device Software and Website. All rights not specifically granted in this Agreement are reserved by USENSE. USENSE shall own all rights in any functionality, features, modification or customization of the Mobile Device Software.

      2. Collection and Use of Your Information.

        You acknowledge that when you download, install or use the Mobile Device Software, USENSE may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Mobile Device Software (which is in included in the definition of End User Data). You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Mobile Device Software or certain of its features or functionality, and the Mobile Device Software may provide you with opportunities to share information about yourself with others. All information USENSE collects through or in connection with this Mobile Device Software and your use thereof is subject to USENSE's privacy policy, which is located on USENSE's website at www.edusensenote.com/privacy.htm and which may be updated from time to time without notice ("Privacy Policy"). By downloading, installing, using, and providing information to or through this Mobile Device Software, you consent to all use and actions taken by us with respect to your information pursuant to the Privacy Policy. You also consent to any transfer, sale, assignment, conveyance or license by USENSE of your End User Data.

      3. Ownership and Use of Data.

        All ownership rights in and to the Mobile Device Software shall remain exclusively with USENSE and its licensor, as applicable. Access to the Services is provided to you only to allow you to exercise your rights under this Agreement, and no implied license or right not expressly set forth in this Agreement is granted to you. End User Data. In connection with the Mobile Device Software, USENSE may collect and maintain End User Data provided by you. You shall own all End User Data. USENSE shall maintain all personal identifiable aspects of all End User Data as confidential pursuant to the Privacy Policy. All third parties authorized by USENSE which may have access to the End User Data shall be under obligations of confidentiality to maintain the End User Data as confidential pursuant to the Privacy Policy. You agree to and do hereby grant to USENSE the irrevocable, perpetual, transferable right to use, disclose, commercialize, assign, convey, sell, lease, license or transfer any De-identified End User Data. USENSE Data. All USENSE Data is the sole property of USENSE. USENSE has the right to use, collect, store, create, aggregate, mine, analyze, modify, commercialize, assign, convey, sell, lease, license or transfer USENSE Data in any form, for any purpose and in any manner. Any USENSE Data provided to you shall be subject to limitations and restrictions imposed by USENSE's Privacy Policy and other commercial agreements to which USENSE may be a party.

      4. Geographic Restrictions.

        The Mobile Device Software and access to USENSE's Hosted Software are provided for access and use only by persons located in the India. You acknowledge that you may not be able to access all or some of the Hosted Software outside of the India and that access thereto may not be legal by certain persons or in certain countries. If you access the Hosted Software from outside the India, you are responsible for compliance with local laws.

      5. Updates.

        USENSE may from time to time in its sole discretion develop and provide Mobile Device Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that USENSE has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the Internet either:

      6. Third Party Materials.

        The Mobile Device Software may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that USENSE is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. USENSE does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.

      7. Term and Termination.
        1. The term of Agreement commences when you download/install the Mobile Device Software or acknowledge your acceptance, and will continue in effect until terminated by you or USENSE as set forth in herein.
        2. You may terminate this Agreement by deleting the Mobile Device Software and all copies thereof from your Mobile Device.
        3. USENSE may terminate this Agreement at any time with a notice of three months if it ceases to support the Mobile Device Software, which USENSE may do in its sole discretion. In addition, USENSE may immediately terminate this Agreement with or without any notice if you violate any of the terms and conditions of this Agreement.
        4. Upon termination:
          1. all rights granted to you under this Agreement will also terminate;
          2. you must cease all use of the Mobile Device Software and delete all copies of the Mobile Device Software from your Mobile Device; and
          3. Your access to USENSE's Hosted Software, your account and your End User Data will be terminated.
        5. Termination will not limit any of USENSE's rights or remedies at law or in equity.
      8. Disclaimer of Warranties.
        1. THE APPLICATION IS PROVIDED TO YOU "AS IS, AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, USENSE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, USENSE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
        2. WITHOUT LIMITING THE FOREGOING, NEITHER USENSE NOR ANY USENSE PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED:
          1. AS TO THE OPERATION OR AVAILABILITY OF THE USENSE APPLICATION, OR THE INFORMATION, CONTENT, THE USENSE SOFTWARE, AND MATERIALS OR PRODUCTS INCLUDED THEREON;
          2. THAT THE USENSE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE;
          3. AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE USENSE APPLICATION; OR
          4. THAT THE USENSE APPLICATION, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF USENSE ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.
        3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
        4. You agree that USENSE assumes no responsibility for any content you submit, upload, create or make available through the Mobile Device Software.
        5. USENSE is not liable for the acts or omissions of its contractors, vendors and service providers.
      9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL USENSE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
        1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;
        2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE GREATER OF
          1. THE AMOUNT ACTUALLY PAID BY YOU FOR THE CONSUMABLES AND
          2. RUPEES ONE THOUSAND ONLY. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR USENSE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
      10. Indemnification.

        You agree to indemnify, defend and hold harmless USENSE and its officers, directors, employees, agents, affiliates, service providers, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Mobile Device Software or your breach of this Agreement.

      11. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the courts of Mumbai without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Mobile Device Software shall be instituted exclusively in the courts of Mumbai. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
      12. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
      13. Entire Agreement.

        This Agreement constitutes the entire agreement between you and USENSE with respect to the Mobile Device Software and the use of the Hosted Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder pre-include further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

  • MUTUAL NONDISCLOSURE AGREEMENT

      This Mutual Nondisclosure Agreement (“Agreement”) is made and entered into as PARTNERS, CUSTOMERS, CONTRACTORS, VENDORS, SUPPLIERS, SUBJECT MATTER EXPERTS, INNOVATORS, SOLUTION PROVIDERS AND ASSOCIATES ATTACHED WITH THE PROJECT, between USENSE INNOVATIVE SOLUTIONS PVT LTD, and

    1. “Purpose” The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other certain confidential technical and business information that the disclosing party desires the receiving party to treat as confidential.
    2. “Confidential Information” means any information disclosed by either party to the other party, directly or indirectly, in writing, orally, or by inspection of tangible objects (including documents, prototypes, samples, plant, and equipment), which is designated as “Confidential,” “Proprietary,” or some similar designation. Confidential Information will include the items set forth in any Appendix attached to this Agreement, whether or not appropriately designated upon disclosure. Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to the disclosing party by third parties. Confidential Information will not, however, include any information that
      1. was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
      2. becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
      3. is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records;
      4. is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or
      5. is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession
    3. Non-use and Nondisclosure. Each party will not use the other party’s Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Each party will not disclose the other party’s Confidential Information to third parties or to such party’s employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. A party may disclose the other party’s Confidential Information if required by law so long as the receiving party gives the disclosing party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure. Neither party will reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the other party’s Confidential Information and that are provided to the party in accordance with this Agreement.
    4. Maintenance of Confidentiality. Each party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the other party’s Confidential Information. Without limiting the foregoing, each party will take at least those measures that it takes to protect its own most highly confidential information and, prior to any disclosure of the other party’s Confidential Information to its employees, will have the employees sign a non-use and nondisclosure agreement that is substantially similar in content to this Agreement. Neither party will make any copies of the other Confidential Information unless approved in writing by the other party. Each party will reproduce the other party’s proprietary rights notices on any approved copies.
    5. No Obligation. Nothing in this Agreement will obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement.
    6. No Warranty. All confidential information is provided “as is.” Neither party makes any warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of its confidential information.
    7. Ownership. All documents and other tangible objects containing or representing Confidential Information and all copies of them will be and remain the property of the disclosing party. Upon the disclosing party’s request, the receiving party will promptly deliver to the disclosing party all Confidential Information, without retaining any copies.
    8. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, or other intellectual property right of the other party, nor will this Agreement grant any party any rights in or to the Confidential Information of the other party, except as expressly set forth in this Agreement.
    9. Term. The obligations of each receiving party under this Agreement will survive until all Confidential Information of the other party becomes publicly known and made generally available through no action or inaction of the receiving party.
    10. Remedies. Each party acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
    11. Non-Compete. Both parties agree that, as applied to business within this agreement, and without written permission of the other party, neither party will attempt to solicit or engage in services, either directly or indirectly, with any client or perspective client introduced as a part of this agreement by the first party, for the duration of this agreement and one year after termination without prior written permission of the first party. Further, both parties agree not to solicit each other’s employees, directly or indirectly, for the duration of this agreement and for one year after termination.
    12. Miscellaneous. This Agreement will bind and inure to the benefit of the parties and their successors and assigns. This Agreement will be governed by the laws of India with exclusive jurisdiction to the courts of Mumbai without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter of this Agreement. Neither party will have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth in this Agreement. Any failure to enforce any provision of this Agreement will not constitute a waiver of that provision or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. This Agreement may be executed in two or more counterparts, each of which is deemed to be an original, but all of which constitute the same agreement.