TERMS & CONDITIONS
Effective September 25th, 2020
The domain name, Apps, web pages available at www.kidsensconnect.com and all sub-domains thereof (the “Site”) are owned, registered and operated by Alphamu Software Technologies Pvt Ltd. (the “Company”, “us”, “we”, and “our”) and are accessed by you and/or your agents, employs, or assigns (the “Subscriber”, “user”, “you” or “your”) under the following terms and conditions. All of our programs and services (as described more fully on the Site) (the “Services”) are governed by the Terms of Service (the “Terms”, the “Terms of Service”, or the “Agreement”).
YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.
We may, from time to time, without notice, update or revise the Terms of Service. If we update or revise the Terms of Service, we will notify you either by email to your most recently-provided e-mail address, or by posting the updated or revised Terms of Service on the Site. Your use of the Site following any such update or revision constitutes your agreement to follow and be bound by the Terms of Service as updated or revised. You can view the most current Terms of Service at any time by clicking on the Terms of Service link at the bottom of the Site’s home page. It is your responsibility to review the Terms of Service periodically.
If you violate the Terms of Service, we may terminate any and all accounts you have established at the Site (your “Account(s)”). You acknowledge that the Company is not required to provide you notice before it so terminates your Account(s).
ABOUT KIDSENS CONNECT
Kidsens Connect is an online learning platform for developmental pediatrics which enable users to participate in live webinars & sessions, watch live, recorded and upload educational videos (“Service)”. By using this Service (as defined below), users will have access to the educational video(s) (pre-recorded, Live - streamed) content or such other content in any permitted format on the Website and/or App from anywhere in the world.
KIDSENS CONNECT: INSTRUCTORS AND SERVICES
Kidsens Connect Instructors will provide services to you through the Platform (“Kidsens Connect Services”).
We require every Kidsens Connect Instructor providing Kidsens Connect Services on the Platform to be an accredited, trained, and experienced licensed psychologist, licensed professional Therapists, or similar applicable recognized professional certification based on their state and/or jurisdiction. Kidsens Connect Instructors must have a relevant academic degree in their field, at least 3 years of experience, at least 2,000 hours of hands-on experience, and have to be qualified and certified by their respective professional board after successfully completing the necessary education, exams, training and practice requirements as applicable.
Kidsens Connect Instructors providing Kidsens Connect Services on the Platform to be an Instructor or its authorized representatives shall be offering the educational content and the said authorized representatives are adequately qualified and competent to perform the obligation set out under this Agreement. Relying on the said representations and warranties of the Instructor, Kidsens Connect has agreed to allow the Instructor to use the Service in accordance with the terms and conditions as set forth below in this Agreement.
The Instructor represents and warrants to Kidsens Connect that the Instructor or its authorized representatives shall be offering the educational content and the said authorized representatives are adequately qualified and competent to perform the obligation as set forth below. Kidsens Connect has agreed to allow the Instructor to use the Service in accordance with the terms and conditions as set forth below.
TERMS OF ENGAGEMENT
The Service includes all aspects of Kidsens Connect website and/or App which includes but is not limited to products, software and other solutions offered via the Kidsens Connect website and/or App, such as the Kidsens Connect online learning platform and any other service or application that Kidsens Connect introduces from time to time.
The Website and/or App is an online platform that supports and facilitates the online consumption of educational videos/or instructorials, by the Instructor and Website and/or App acts as an intermediary between the Instructor and the user (‘Service”). The Instructor can host a webinar, provide a pre-recorded video, audio clip or airing live or
instructorial (hereinafter collectively or individually referred to as Instructor Content), by using the Service. Instructor Content shall be uploaded by using the Service or such pre-recorded content or request for live shall be submitted to Kidsens Connect for uploading the same or hosting live on the Website and/or App. Instructor agrees and acknowledges that Kidsens Connect has no control over the Instructor Content and affirms no responsibility for the Instructor Content and by using the Service, the Instructor expressly indemnifies Kidsens Connect from all kinds of liability(ies) that may arise from publishing/hosting/holding the Instructor Content.
KidsensConnect shall hold the right to change or discontinue any aspect or feature of the Website and/or App at any point of time, including but not limited to, the Instructor Content, hours of availability and equipment needed for access or use. Further, Kidsens Connect may discontinue disseminating any portion of information or change the category of information or eliminate any transmission method and may change transmission speeds or other signal characteristics. KConnect reserves the right to refuse access to the Website and/or App, terminate any Accounts, remove or edit contents with 15 days written notice to the Instructor. However, the instructor is terminated on grounds of fraud, act in violation of any law, the notice period shall not apply.
CONDITIONS ON CONTENT AND CONDUCT
The Instructor shall submit Instructor Content on the Service in form of videos, pdfs, or any other permitted format. Instructor shall be solely responsible for the Instructor Content and liable for the consequences of submitting and publishing such Instructor Content on the Service. Instructor affirms, represents and warrants that it owns or has the
necessary licenses, rights, consents, and permissions to publish the Instructor Content; and grant all kinds of licenses on patents, trademarks, trade secrets, know-hows, copyrights or such other proprietary rights to Kidsens Connect on the Instructor Content. Further indemnify the Kidsens Connect from infringement of any rights on the Instructor Content or dispute on ownership on such rights with third parties, if any.
Instructor shall hold all kinds of proprietary right ownership on the Instructor Content. However, by submitting the Instructor Content to Kidsens Connect or by posting directly on the Service, the Instructor hereby grant condition-free rights to Kidsens Connect a worldwide permission for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. Instructor further grants each Student/user of the Service a non-exclusive license to access the Instructor Content through the Service for non-commercial use. The above licenses granted by the Instructor to Kidsens Connect may be terminated within a commercially reasonable time after Instructor requests Kidsens Connect to remove or delete the Instructor Content from the Service provided that the Instructor shall pay a mutually agreed amount that compensates the costs incurred by Kidsens Connect in providing the Service platform to the Instructor. Kidsens Connect may retain but not display, distribute, or perform, server copies of the Instructor Content that has been removed or deleted for audit or other legal purposes.
The Instructor shall ensure that the Instructor Content shall not contain third party copyrighted material, or material that is subject to other third-party proprietary rights, unless the Instructor has permission from the rightful owner of the material or are otherwise legally entitled to post the material and to grant KConnect all of the license
rights granted herein.
Furthermore, Instructor confirms that the uploaded Instructor Content is not:
False, inaccurate or misleading; Infringe any third party’s copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy; Violate any law, statue, ordinance or regulation; defamatory, unlawfully threatening or unlawfully harassing; obscene or contain pornography. Contain any viruses, trojan horses, worms, cancelbots or other computer programming routines that may damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal information.
Instructor understands and confirms that during the use of the Service, Instructor shall not, at any time, post or publish any content, comments or act in any way that amounts to harassment of any other user including a learner or an Instructor. If, at any given point, it comes to the notice of Kidsens Connect that the Instructor is engaged in any kind of harassment of other users, Kidsens Connect shall have the all rights to suspend/terminate the Instructor account with immediate effect and without any notice on such suspension or termination and Kidsens Connect also reserves the right to initiate any legal proceedings against the Instructor in such cases.
Kidsens Connect at its sole discretion may process any audio or audio-visual content submitted to the Service to confirm if the same is in accordance with the Kidsens Connect internal quality requirements.
Kidsens Connect compensates the Instructor with such consideration as may mutually be agreed by the Parties from time to time. Kidsens Connect holds the right to define the structure of consideration from time to time.
All payment made under this Agreement shall be subject to applicable taxes including but not limited to TDS (Tax Deducted at Source) deductions and/or collection of any Goods and Services Tax (“GST”), as applicable. Each Party shall be responsible for its own individual taxation obligations under Applicable Law.
Instructor shall register under GST, if applicable and the submit the GSTIN to Kidsens Connect. Kidsens Connect shall in no manner held liable for non-registration under GST by such Instructor.
The banning the Instructor under any circumstance would not absolve the Kidsens Connect from paying the pending dues of the Instructor. However, if any instructor content is declared to be infringement of any copyright or such other rights by competent authorities, such payable amount is subject to discretionary power of such authority.
REPRESENTATIONS AND WARRANTIES
The Instructor hereby represents and warrants to KConnect that the Instructor
does not invade any individual's right of privacy or publicity;
shall be original, error free, accurate and based on qualitative research and analysis;
shall not be misleading, defaming, and deceptive or contain any matter which the Instructor does not have authority, power and right to use or exploit thereunder;
does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, abusive, inflammatory or otherwise objectionable;
is disseminated without utilizing faulty hardware or software containing malicious code, or any such components or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information of both the users and KConnect;
has not heretofore been uploaded in any other external media in audio, video or text format; that the Instructor is the owner of all the rights pertaining to Instructor Content, granted to KConnect, and that said rights are not subject to any proper agreement, lien, or other claim or rights which may interfere with the ownership and/or utilization of the rights herein granted;
does not violate the IP Rights of any third party; and
is free from any prevailing, threatened or anticipated dispute, action, suit or controversy that may restrict the usage, or exploitation of Instructor Content by Kidsens Connect or its Students or customers or its members at any time.
The Instructor hereby represent and warrants that its authorized representatives are his employees and in cases where they are part-time or freelancers the such representative’s employer, if any, has permitted him/her to act/pursue as a Instructor on Kidsens Connect platform. The Instructor understands and agrees that any violation/objection raised by any of its authorized representative’s employer or any claim from such employer shall be the sole liability of the Instructor and Instructor shall indemnify Kidsens Connect for any claims, damages or liability under this clause. Further, Instructor represents and warrants that all the terms agreed herein shall be applicable to its authorized representatives and such representatives are competent to provide services as required.
ADVERTISING & PROMOTION
Instructor agrees and confirms that KConnect shall have the right to use the Instructor’s name, image, likeness and biographical material for advertising, promotion;
Kidsens Connect shall have the right to determine the time, place, method and manner of advertising, promotion of Instructor Content requiring the Instructor’s presence, the Instructor’s approval, which shall not be unreasonably withheld, shall be obtained;
Kidsens Connect follow a 2-strike policy- Two instances of Copyright violation brought to Kidsens Connect’ s notice will lead to the Instructor getting banned from Kidsens Connect platform.
The policy works in the following manner:
First case of violation- The Instructor is suspended from making any more videos on the platform for a month and all instances of copyright violations are brought down immediately.
Second case of violation- The Instructor is banned from the platform and will be prohibited to provide any courses in the future.
KIDSENS CONNECT INTELLECTUAL PROPERTY RIGHT
The Service, the processes, and their selection and arrangement, including but not limited to all graphics, user interfaces, visual interfaces, sounds and music (if any), artwork and computer code on the Website and/or App is owned and controlled by Kidsens Connect and the design, structure, selection, coordination, expression, look and feel and arrangement of such content mentioned herein above, logos and other information or content are protected by copyright, patent and trademark laws, and various other national and international IPR laws and regulations. It is hereby confirmed that the Instructor content shall not be included in Kidsens Connect’s IPR and only license to use is granted on Instructor Content.
Unless otherwise indicated or anything contained to the contrary, or any proprietary material owned by a third-party and so expressly mentioned, KConnect owns all IPR to and into the trademark “KIDSENS CONNECT”, and the Website and/or App.
The mark “KIDSENS Connect” is the sole property of Kidsens Connect. Reproduction in whole or in part of the same is strictly prohibited unless used with an express written permission from Kidsens Connect.
TERM & TERMINATION
These Terms & Conditions are valid and binding unless it is terminated by a prior written notice of 30 days
Kidsens Connect will terminate the Instructor's access to the Service after giving written
notice of 15 days, if:
the Instructor is a repeat copyright infringer.
the Instructor breaches any terms of these Terms of Service.
the Instructor Violation of any applicable laws;
Instructor’s use of the Service disrupts our business operations or affects any other party/ user; or
Instructor will not without obtaining prior written consent of the other, disclose to third party any Confidential Information (as defined below) that is disclosed to the Instructor.
For the purpose of this clause Confidential Information shall include but shall not be limited be limited to pricing, payment terms, employee details, user list, business model, processes, ideas, concepts etc. relating to Kidsens Connect which are not available in the public domain. You acknowledge and agree that the Confidential Information so provided to you shall at all-time be the property of Kidsens Connect and any breach of the same shall cause irreparable damage to us.
INSTRUCTOR AGREES THAT THE USE OF THE SERVICES BY THE INSTRUCTOR OR ITS AUTHORIZED REPRESENTATIVES SHALL BE AT ITS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, KCONNECT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND USE THEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, KIDSENS CONNECT EXCLUDES ALL WARRANTIES, CONDITIONS, TERMS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE CONTENT OF ANY SITES SO LINKED AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF INSTRUCTOR CONTENT OR ANY CONTENT ON KIDSENS CONNECT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY
UNAUTHORIZED ACCESS TO OR USE OF KCONNECT’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY INSTRUCTOR CONTENT OR ANY OTHER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INSTRUCTOR CONTENT OR ANY OTHER CONTENT THAT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. KCONNECT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND KIDSENSCONNECT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN THE INSTRUCTOR AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, INSTRUCTOR SHOULD USE ITS BEST JUDGMENT AND
EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KIDSENS CONNECT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, LOSSES OR EXPENSES OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF INSTRUCTOR CONTENT OR ANY OTHER CONTENT AVAILABLE AT KIDSENS CONNECT, ((III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (V) ANY ERRORS OR OMISSIONS IN ANY INSTRUCTOR CONTENT OR ANY OTHER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF INSTRUCTOR’S USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF
INSTRUCTOR SPECIFICALLY ACKNOWLEDGE THAT KIDSENS CONNECT SHALL NOT BE LIABLE FOR INSTRUCTOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH THE INSTRUCTOR.
On and from the Effective Date, the Instructor shall indemnify and hold harmless Kidsens Connect, it’s officers, employees, agents, licensees, Students etc. against any and all damages, claims, losses, demands, actions, causes of action, suits, litigation, costs and expenses (including, without limitation, reasonable attorneys' and consultants' fees), asserted against, suffered or incurred and arising out of, resulting from or relating to:
any breach of the representations and warranties of the Instructor as mentioned hereinabove;
any breach by the Instructor of any obligation, covenant, undertaking or
agreement contained in this Agreement;
any liabilities (including contingent liabilities, whether or not known or contemplated at the time of execution of this Agreement) of the Instructor, due to negligence or willful misconduct by the Instructor; and/or
any pending or threatened claims against the Instructor.
Violation of any applicable laws;
Kidsens Connect shall not be liable for failure to perform, or the delay in performance of, any of its obligations if, and to the extent that, such failure or delay is caused by events substantially beyond the its control, including but not limited to acts of God, acts of the public enemy or governmental body in its sovereign or contractual capacity, war, terrorism, floods, fire, strikes, epidemics, civil unrest or riots, power outage, and/or unusually severe weather.
These terms & conditions constitutes the entire terms and conditions between the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.
Headings: The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of these terms & conditions.
Governing Law and Dispute Resolution: This terms & conditions shall be governed by and construed in accordance with the laws of India, without reference to principles of conflict of laws and the courts in Hyderabad shall have exclusive jurisdiction to determine any disputes arising out of, under, or in relation to, this Agreement. In the event of any dispute arising out of, under, or in relation to, this Agreement, the Parties agree to submit such dispute to arbitration by a sole arbitrator appointed jointly by both Parties, failing which such arbitrator shall be appointed by recourse to the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. Such arbitration shall be in accordance with the rules framed under the provisions of the Arbitration and Conciliation Act, 1996 (which rules are deemed to be incorporated in this Agreement by reference herein) and shall be held in Hyderabad. All proceedings of such arbitration shall be in the English language.
The arbitral awards rendered shall be final and binding and shall not be subject to any form of appeal. The successful Party may seek to enforce the award in an appropriate jurisdiction, including India. Each Party shall bear their own costs and expenses, incurred in connection with the arbitration proceedings. Nothing herein shall preclude either Party from seeking interim or permanent equitable or injunctive relief, or both, from the courts at Hyderabad, India which shall have exclusive jurisdiction to determine any dispute arising under this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the right of the Parties to pursue any remedy for monetary damages through the arbitration.
The terms and conditions here shall supersede all the previous communications.
Kidsens Connect shall abide by all the applicable statutory requirements and any tax liability on it shall be paid by it. However, the non-payment of any tax due would not be ground to withhold the payment due to Instructor.