SWIFTPAL Terms of Service

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These SWIFTPAL Terms of Service (“Terms”) set out the terms and conditions for use of [*] (the “Website”), the mobile and the desktop application (the “Application”) and any features, subdomains, content (except as specified hereunder), functionality, products, services (including the “Services”), media, or solutions offered on or through the Website and/or the Application and/or through any modes, medium, or format, including through Secure Digital (“SD”) cards (hereinafter collectively referred to as the “Platform”), altogether constitute a legally binding agreement (“Agreement”) between ConveGenius Digital India Solutions Private Limited (collectively “Company”, “Us”, “Our”, or “We”) and the Secondary User (hereinafter referred to as “You”, “Your”) with respect to Your use and participation on SWIFTPAL.

In these Terms (a) any reference to the singular includes a reference to the plural and vice versa; any reference to one gender includes a reference to the other gender(s), unless explicitly stated otherwise; (b) headings and captions are used for convenience only and not for interpretation of the Terms; (c) any reference to a natural Person shall, include his/her heirs, executors and permitted assignees and any reference to a juristic Person shall, include its affiliates, successors and permitted assignees, unless repugnant to the context.

Please read these Terms and the privacy policy of the Company (“ Policy”) with respect to registration with Us, the use of SWIFTPAL, the services and products carefully before using SWIFTPAL application, Website, services or products.

Definitions
For the purposes of these Terms and other policies of SWIFTPAL, unless the context otherwise requires:
1. “Account”- shall mean the account created on the Platform by the Centre Administrator on behalf of the Secondary User(s) for the purpose of availing the Services under the SWIFTPAL Platform.
2. "Access Code"- shall mean a unique login code which can be used upon generation by the Secondary User to get access to the “At Home” learning feature of the Platform.
3. “Centre”- shall mean any such institution where SWIFTPAL is deployed and the Secondary User(s) is duly provided access to the SWIFTPAL Services and/or any associated services thereto, in any form.
4. “Centre Administrator”- shall mean and include any such individual(s) who are authorized to onboard the Secondary User(s) to the SWIFTPAL Platform, on behalf of the respective Centre(s) wherein SWIFTPAL and its Services and/or any associated Services thereof are being deployed.
5. “Personal Information”- shall mean and include any information relating to the Centre Administrator(s) and/or the Secondary User(s) which either directly or indirectly, in combination with other information available or likely to be available with SWIFTPAL is capable of identifying them. Personal Information shall include for example, name, gender, student ID, etc. as duly provided to SWIFTPAL by the Primary user.
6. “Primary User”- shall mean and include any such User who is authorized to and has access to the SWIFTPAL Platform and can provide and control the Centre Administrator and/or the Secondary User Information on the Platform
7. “Program Code”- shall mean the unique code which refers to the relevant program for which a Secondary User has been enrolled on the Platform by the Centre Administrator.
8. “Secondary User”- shall mean and include such student user(s) [under the age of 18 (eighteen) years] who shall use the Services on SWIFTPAL Platform and/or provide Information for use of the Services with the prior consent, knowledge and agreement of the Primary User and their parents/lawful guardian.
9. “Student ID”- shall mean such unique identification code as is provided to every Secondary User, for the purpose of verifying their identity.
10. “Services”- shall mean and include providing a Platform for pre-primary, primary, and secondary education by hosting content in various mediums including but not limited textual content, audio visual content, imagery, e-books, video content, and any associated services/ products thereto.

Components of These Terms.
1. These Terms shall be comprised of the following:
  - Conditions of use: Before you access or use SWIFTPAL, please read these Terms carefully and make sure that they are understood. Provision of SWIFTPAL to You is subject to Your acceptance of these Terms. You are requested not to use and/or access SWIFTPAL and/or any part thereof if You do not approve of, agree with and accept all the terms and conditions mentioned in these Terms.
  - Modification of the Terms: Subject to applicable law, We may stop providing SWIFTPAL (or any part thereof or other services or products related therein) permanently or temporarily, to You or may modify or change the nature of SWIFTPAL and/or these Terms without any prior notice to You. Your use of SWIFTPAL following such modification shall constitute Your deemed acceptance of such modifications. Suspension of SWIFTPAL, either permanently or temporarily, does not absolve You or others of any liabilities incurred pursuant to breach of these Terms.
  - Devices and Software: The Centre Administrator, must provide certain devices and/or data connections to use SWIFTPAL, which We otherwise do not supply. Unless installed automatically, the responsibility to manually install updates to SWIFTPAL for every Secondary User shall rest with the Centre Administrator for their respective Centre(s).
  - Precedence: Unless a mutually executed agreement between You and Us states otherwise, these Terms make up the entire terms between You and Us regarding SWIFTPAL and supersede any prior agreements.

General Terms of Use
1. You understand and agree that the Service(s) offered by SWIFTPAL is by way of providing a platform for K-12 (pre-primary, primary, and secondary) category education which includes hosting content in various mediums including but not limited to textual content, audio visual content, imagery, e-books, video content, educational games, and/or any associated services/ products thereto for the Users .
2. No intended User can create their own account on the SWIFTPAL Application and/or the Website. Any User shall be registered on the Application based on their details available with Us, based upon which We shall duly provide them with their login credentials for the purpose of accessing and using the SWIFTPAL Application and/or the Website.
3. If a Secondary User who is below the age of 18 (eighteen) years (“minor”) wishes to access and use the SWIFTPAL Application and the Services thereto, then such access and use shall be made available to the User, subject to due consent from their respective parent/lawful guardian and/or the Primary User where they might be accessing the SWIFTPAL Services (as the case maybe), who have read and agreed to these Terms. In the event a minor utilizes the SWIFTPAL Platform, it is assumed that he/she has obtained the consent of the lawful guardian or parent and/or the Primary User, and such use is made available to them by the lawful guardian or parent or Primary User.
4. The Company will not be responsible for any consequence that may arise as a result of any kind of misuse of the Platform, that may occur by virtue of any minor accessing the Services/products provided therein, without the required consent.
5. The Company reserves the right to terminate Your subscription and / or refuse to provide You with access to the Services if it is discovered that You are a minor and the consent to use the products or Services is not made by Your parent/lawful guardian or the respective Centre administrator(s) and/or the Primary User as the case maybe, or any information provided for Your access is inaccurate and/or false. You acknowledge that the Company does not have the responsibility to ensure that You conform to the aforesaid eligibility criteria. It shall be Your sole responsibility to ensure that You meet the required qualification.
6. Safety, Security and Integrity: We work to protect the safety, security, and integrity of SWIFTPAL. This includes appropriately dealing with any activity violating Our Terms. We work to prohibit misuse of SWIFTPAL including harmful conduct towards others, violations of Our Terms and policies, and address situations where We may be able to help support or protect Our community. If We learn of activity like this, We will take appropriate action, including by removing such User(s) or activity or contacting law enforcement, as the need may be. Any such removal will be in accordance with these Terms.
7. No Proprietary Information may be copied, downloaded, reproduced, modified, republished, uploaded, posted, transmitted or distributed in any way without obtaining prior written permission from the Company and nothing in these Terms shall be deemed to confer a license of or any other right, interest or title to or in any of the intellectual property rights belonging to the Company, to the User.
8. Your use of Our Platform, and the Services thereto is solely for Your personal and non-commercial use. Any use of the Application, Website, Services or products or their contents other than for personal purposes is strictly prohibited.
9. You may not decompile, reverse engineer, or disassemble the contents of the SWIFTPAL, Platform or modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the SWIFTPAL Platform or remove any copyright, trademark registration, or other proprietary notices from the contents.
10. Our Platform provides Users with access to compiled educational information and related sources. Such information is provided on an “As Is” basis and We assume no liability for the accuracy or completeness or use or non-obsolescence of such information. We shall not be liable to update or ensure continuity of such information contained on SWIFTPAL. We would not be responsible for any errors, which might appear in such information, or for any unavailability of such information.
11. You acknowledge that the Company is not the manufacturer of the instrument/medium/hardware on which You access SWIFTPAL and hence, any defect relating to the same shall be reported to the manufacturer of such instrument/medium/hardware and the Company shall not be in any manner responsible for the same. The Company does not provide any guarantee or warranty relating to the instrument/medium/hardware. Such guarantee or warranty, if any shall be governed by the terms of the respective manufacturers.

User Identification Requirements
1. We require adequate identification information from the Primary User(s) towards registering individuals as Centre Administrator(s) and Secondary User(s) respectively and providing them with login credentials to the SWIFTPAL Platform.
2. “Centre Administrator identification information” means administrator code, name, and centre code as provided to SWIFTPAL by the Primary User for the purpose of registering authorized individuals as the Centre Administrator(s) and granting them access to the Platform.
3. “Secondary User identification information” means name, grade, student ID, centre code, gender, centre name as provided by the Primary User to SWIFTPAL for the purpose of registering authorized individuals as Secondary User(s), and granting them access to the Platform
4. In the event that We receive false/and or inaccurate information, for the purpose of providing access to SWIFTPAL Services to the Centre Administrator(s) and/or the Secondary User(s) We reserve the right to suspend the account and/or close the account without prior notification to such Centre Administrator and/or User.

User Obligations and Assumption of Risk.
1. The Centre Administrator(s) (on behalf of the Secondary Users) are responsible for ensuring that their account details such as their name, grade, etc. are kept up to date and to notify Us immediately of any incorrect account details.
2. You accept that if we detect activity which indicates to Us that You are or may be within a jurisdiction which does not allow You to access Our Platform, We may, in Our discretion, either suspend or permanently close Your account. You accept that the data available to monitor usage on an account is not always accurate and We will use discretion while conducting any investigation.

At-Home Learning Feature: Setup and Access.
This section provides detailed description for accessing the At-Home learning feature of the Platform.
1. Subject to learning requirements and availability, We may provide You access to ‘at-home learning’ feature, in addition to ‘at-school learning’ for SWIFTPAL.
2. Where we provide You with access to ‘at-home learning,’ You may setup and access the same in the following manner:
  1. Where we provide access to the At-Home Learning feature by way of Access Code, every Secondary User is required to visit their respective Centre and generate a unique code on the Platform under the supervision of the Centre Administrator. It is hereby confirmed that each Access Code shall be unique to every Secondary User and no two Secondary Users shall be issued the same Access Code.
  2. Accordingly, the Secondary User would be required to enter the Program Code and Access Code to successfully verify and authenticate their device. It is to be noted that once generated such Access Code shall remain active for a period of 1 (one) week from the date of generation. Every Secondary User must use the Access Code to authenticate their at-home device within this period. If a Secondary User, fails to authenticate their at-home device within this period, they would be required to re-generate such Access Code.
  3. The Access Code can be used to authenticate a single device only. In the event any Secondary User makes use of the Access Code to authenticate an alternate device or make a secondary authentication, this would lead to automatic logging off from the device being previously used to access at-home learning.
Licenses
1. Your Rights: SWIFTPAL does not claim ownership of the information that We receive for Your Account Registration as a User. The Primary User must have the necessary consent and rights to such information that they submit for Your account and the right to grant the rights and licenses as required by these Terms.
2. Our Rights: We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents and other intellectual property rights associated with SWIFTPAL. You may not use Our copyrights, trademarks (or any similar marks), domains, logos, trade dress, trade secrets, patents, and other intellectual property rights (“IP”) unless you have Our express written permission.
3. Our license to You: We grant You a limited, revocable, non-exclusive, non-sub licensable, and non-transferable license to use SWIFTPAL, subject to and in accordance with Our Terms. This license is for the sole purpose of enabling You to use SWIFTPAL in the manner permitted by Our Terms. No licenses or rights are granted to You by implication or otherwise, except for the licenses and rights expressly granted to You.

Privacy
1. Our Privacy Policy explains how We treat Your data and protect Your privacy when You use SWIFTPAL. By using SWIFTPAL, You agree to Our use of Your data according to the Privacy Policy.
2. You are responsible for maintaining the confidentiality of passwords associated with any device or online accounts that You use to access SWIFTPAL or any part thereof. You are solely responsible for all activities that You do with the use of SWIFTPAL. If You become aware of any unauthorised use of Your SWIFTPAL account and/or SWIFTPAL, then You may immediately notify Us.

Account Security
1. The lawful guardian/parent and/or the Centre Administrator and/or the Primary User, as the case maybe (on behalf of the Secondary User) is responsible for ensuring that the username and security details (including any password) (“Secure User Details”) of the Secondary User are kept confidential. If a User suspects that their Secure User Details may no longer be confidential or that there may have been unauthorized use/access of their account on the SWIFTPAL Platform, they must notify the Company immediately, and the Company may provide such User with new Secure User Details. Where SWIFTPAL provides the User with new Secure User Details, SWIFTPAL reserves the right to invalidate any future transactions which attempt to utilize the previous Secure User Details of that User.
2. With respect to the credentials associated with a Secondary User, it’s solely the User’s and//or their parent/lawful guardian’s responsibility to ensure the protection and privacy of the same (especially in terms of the “at-home learning” feature), and under no circumstances would the Company be held liable for any misuse or discrepancy carried out therein.
3. Users will be responsible for maintaining the confidentiality of the account information and for all activities that occur under their account. Users agree to (a) ensure that they successfully log out from their account at the end of each session; and (b) immediately notify SWIFTPAL of any unauthorized use of their account. If there is reason to believe that there is likely to be a breach of security or misuse of their account, SWIFTPAL may request the User to change their Secure User Details or may suspend their account without any liability to the Company or SWIFTPAL, for such period of time as deemed appropriate in the circumstances.

Disclaimers and Release: You may use SWIFTPAL at Your own risk and subject to the following disclaimers:
1. We are providing SWIFTPAL on an “As Is” basis without any express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and freedom from computer virus or other harmful code. We do not warrant that any information provided by Us is accurate, complete, or useful, that SWIFTPAL will be operational, error free, secure, or safe, or that SWIFTPAL will function without disruptions, delays, or imperfections. We do not control, and are not responsible for, controlling how or when the Users use SWIFTPAL or the features, services, and interfaces We provide.
2. While using and/or accessing the ‘at-home learning’ feature, You hereby understand and acknowledge that We shall not be responsible for any issues pertaining to application compatibility, operation, disruption and/or similar issues on a third-party device. Any security, performance and internet accessibility issues which may arise while using/accessing SWIFTPAL on such third-party device shall be solely an issue which may require resolution between You and the manufacturer of the device. Under no circumstances whatsoever shall any liability be incurred by SWIFTPAL in this regard.
3. You release Us, Our subsidiaries, affiliates, and Our and their directors, officers, employees, partners, and agents from any claim, complaint, cause of action, controversy, dispute, or damages (together, “Claim”), known and unknown, relating to, arising out of, or in any way connected with any such Claim You have against any third-parties.

Our Rights
1. The Company reserves the right to cancel, change or restrict the products or services at any time with or without notice to the Users.
2. SWIFTPAL services are intended for bona fide Users, that is, those Users who act in good faith, sincerely, without fraud, and who use the Platform for the purpose of learning, and exercising skill and knowledge of/for the Secondary Users.
3. The Company reserves the right to restrict/suspend or permanently bar the account of any Centre Administrator and/or the Secondary User, where in the Company’s reasonable opinion the account has not been operated with dignity, integrity and with standard fair judgment.
4. Any reference to a discretion which may be exercised by the Company under these Terms means Company’s sole and absolute discretion.

Limitation Of Liability
1. We will not be liable to You for any lost profits or consequential, special, punitive, indirect, or incidental damages relating to, arising out of, or in any way in connection with Our Terms, Us, or SWIFTPAL (however caused and on any theory of liability, including negligence), even if We have been advised of the possibility of such damages.
2. Provision of SWIFTPAL does not constitute an institution of agency between Us and You. Our relationship with each and every User shall be on a principal-to-principal basis only. You are solely responsible for any breach of Your obligations under these Terms, applicable law and/ or the consequences of any such breach.
3. We disclaim all warranties in relation to access to or provision of SWIFTPAL, whether express or implied, including but not limited to (a) SWIFTPAL being constantly available or available at all; (b) SWIFTPAL being always functional without any disruption, delay or error; (c) User’s ability to use SWIFTPAL, directly or indirectly; (d) Users’ satisfaction with SWIFTPAL; (e) the accuracy of the data provided through SWIFTPAL; (f) the security and privacy of each User’s data; (h) that all bugs or errors in relation to SWIFTPAL will be fixed or corrected; (i) that SWIFTPAL will be compatible with all devices, all networks and/ or all browsers; (j) that use of SWIFTPAL is fit for a particular purpose or use; or (k) that SWIFTPAL is accessible in every location.

Indemnification
1. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access of the SWIFTPAL platform, services, Website; (ii) Your violation of any term of these Terms or any other policy of SWIFTPAL (iii) Your violation of any third party right, including without limitation, any copyright, property, or privacy right; or (iv) any claim that your use of SWIFTPAL has caused damage to a third party. This indemnification obligation will survive these Terms.

Dispute Resolution and Governing Law.
1. You agree that in case of any dispute, claim or controversy arising with regard to the interpretation or working of these Terms or the rights, liabilities or duties arising out of it, the dispute may be resolved pursuant to arbitration under the provisions of the Indian Arbitration and Conciliation Act, 1996 along with its amendments from time to time. The matter shall be referred to a panel of up to 3 (three) arbitrators wherein each of you and Us will appoint 1 (one) arbitrator each, and both such arbitrators shall mutually appoint a third arbitrator. The language of the arbitration is in English language and the award shall be substantiated in writing. The venue of the arbitration shall be New Delhi. You shall bear your own expenses in relation to such arbitration. Unless otherwise awarded by the arbitrators, the arbitration fees shall be shared equally by you and Us and the award shall be binding on both You and Us and shall be enforceable in any competent court of law, subject to applicable laws.
2. These Terms also limit the time You have to bring a claim, including the time to start an arbitration proceeding to the fullest extent permitted by applicable law. We and You agree that for any dispute, You must bring claim in order to commence an arbitration proceeding, within 3 (three) years after the dispute first arose; otherwise, such dispute is permanently disbarred. This implies that if You do not bring a claim within 3 (three) years after the dispute first arose, then the arbitration shall be dismissed on grounds of the limitation period.
3. These Terms shall be governed by and shall be construed in accordance with the laws of India. All disputes relating to this Agreement shall be settled in the courts located at New Delhi, India subject to Clause 13.1 above.

Miscellaneous
1. If any provision of these Terms is determined to be unenforceable then such provision shall, to that extent, be deemed deleted from such Terms and the legality, validity and enforceability of the remaining provisions of the Terms shall not be in any way affected. Any act of either Us or the User, done prior to the provisions being held unenforceable shall be deemed to be valid and binding on the other.
2. All of Our rights and obligations under these Terms are freely assignable by Us to any of Our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and We may transfer Your information to any of Our affiliates, successor entities, or new owner. In the event of such an assignment, these Terms will continue to govern Your relationship with such third-party. We hope You will continue using SWIFTPAL, but if you do not agree to such an assignment, you must stop using SWIFTPAL by deleting your account after having been notified of the assignment.
3. It is specifically understood and agreed that any breach of these Terms by a User may result in an irreparable injury to Us, other Users, businesses or developers, and in addition to any other remedy that We may have for such breach, We will be entitled to seek both temporary and permanent injunctive relief without the necessity of proving actual damages (to the extent permitted by law) and to enforce these Terms in any court of competent jurisdiction.
4. No failure on Our part to exercise and no delay on Our part in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any rights under these Terms, precludes any other or further exercise of such rights by Us. If We fail to enforce any of these Terms, it will not be considered a waiver.
5. In the event of any actual or threatened default in, or breach of, any of the Terms, We shall have the right to specific performance or other equitable relief of Our rights under these Terms, in addition to any and all other rights and remedies at law or inequity, and all such rights and remedies shall be cumulative. You agree that the remedies at law for any breach or threatened breach of these Terms including monetary damages may be inadequate compensation for any loss that We may suffer and that any defence in any action for specific performance that a remedy at law would be adequate is hereby waived by you.
6. We reserve the right to designate in the future that certain provisions of SWIFTPAL are governed by separate terms (where, as applicable, you may separately consent and/ or separately be required to adhere to). Any written contracts executed by you in respect of SWIFTPAL prior to the date of notification of these Terms shall stand terminated and superseded by these Terms.
7. Our Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of Our Terms conflicts with the English version, the English version prevails. Any amendment to or waiver proposed by you of these Terms requires Our express consent.
8. We may amend or update these Terms. We will provide You notice of material amendments to Our Terms, as appropriate, and update the “Last modified” date at the top of Our Terms. Your continued use of SWIFTPAL confirms Your acceptance of these Terms, as amended. We hope you will continue using SWIFTPAL but if you do not agree to these Terms, as amended, you must stop using SWIFTPAL.
9. You will not transfer any of your rights or obligations under these Terms to anyone else without Our prior written consent.
10. Nothing in these Terms will prevent Us from complying with the applicable law.
11. We always appreciate Your feedback or other suggestions about SWIFTPAL. Please note that You have no obligation to provide feedback or suggestions and that We may use Your feedback or suggestions without any restriction or obligation to compensate You for them. You can reach Our customer support team to address any of your queries or complaints at help@convegenius.com.