STUDENTS TERMS AND CONDITIONS OF ACCESS OR USE

Effective [•]

1. Introduction

1.1.

Ivy Minds Learnings Solutions Private Limited having its registered office at [•] (hereinafter referred to as “Ivy Minds“, “we“, “us“, or “our“) provides an online platform that offers online educational courses in all disciplines, online, distinct, correspondence courses, coaching classes for any stream, any level, any profession designed for parents to find and book classes for the benefit of their child or children (the “Services”), which Services are accessible at [•] and any other websites through which Ivy Minds makes the Services available (collectively, the “Site“) and as applications for mobile, tablet and other smart devices and application program interfaces (all collectively, the “Application“)

1.2.

By accessing or using the Site, Application or Services or by downloading or posting any content from or on the Site, via the Application, You would be indicating that You have read, and that You understand and agree to be bound by these terms and receive Our Services (“Terms of Services” or “Terms”), whether or not You have registered with the Site and/or Application.

1.3.

Therefore, please read these Terms of service before accessing or using the Site, Application or Services or downloading or posting any content from or on the Site, via the Application or through the Services, carefully as they contain important information regarding your legal rights, remedies and obligations.

1.4.

If You do not agree to these Terms, then You have no right to access or use the Site, Application, Services, or Collective Content (as defined below).

1.5.

If You are using the Site, Application or Services then these Terms of Service are binding between You and Ivy Minds.

2. Definition

In addition to other words and expressions that may be defined elsewhere in these Terms, unless the context otherwise requires, the following capitalized terms wherever used in the Agreement shall have the meanings as ascribed hereunder:

2.1.

“Course(s)” means educational courses listed by Ivy Minds on the Site and/or Application.

2.2.

“Course Fees” means the amounts that are due and payable by a Student for enrolment of Course.

2.3.

“Collective Content” means Member Content and Ivy Minds Content.

2.4.

“Listing” means Courses/Programs that are listed by Ivy Minds as available via the Site,
Application, and Services.

2.5.

“Listing” means Courses/Programs that are listed by Ivy Minds as available via the Site, Application, and Services.

2.6.

“Member” means students who completes Ivy Minds’s account registration process, as described under “Account Registration” in Clause 7 below.

2.7.

“Member Content” means all Content that a Member posts, uploads publishes, submits, transmits, or includes in their Listing, Member profile or Ivy Minds promotional campaign to be made available through the Site, Application or Services.

2.8.

“Payment Method” means a payment method that You have added to your Ivy Minds Account, such as a credit card, debit card or net banking.

2.9.

“Student” means a Member who enrols for Courses on Application or Site, in case of minor student the parent or guardian who enrol their child or ward for the Courses on Application or Site.

2.10.

“Tax” or “Taxes” mean any direct and indirect taxes, including any Goods and Services Tax (GST) levied by the Parliament or any State Legislature, that Ivy Minds may be required by law to collect and remit to any tax authority, and any taxes that Ivy Minds may be required by law to withhold and remit to any tax authority.

2.11.

“Ivy Minds Content” means all Content that Ivy Minds makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Student Content.

3. Terms of Service

3.1.

By using the Site, Application or Services, You agree to comply with and be legally bound by the terms and conditions of these Terms, whether or not You become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined above), and constitute a binding legal agreement between You and Ivy Minds.

3.2.

In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require You to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

3.3.

If You do not agree to these Terms, You have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject You to civil and criminal liabilities.

3.4.

The Site, Application and Services comprise an online platform which creates Listings for Courses and Students may learn about and enrol for the Course directly through the Site and Application.

3.5.

You acknowledge and agree that, by accessing or using the Site, Application or Services or by downloading or posting any Content from or on the Site or via the Application, You are indicating that You have read, and that You understand and agree to be bound by these Terms and receive Our Services, whether or not You have registered with the Site and Application. If You do not agree to these terms, then You have no right to access or use the Site, Application, Services, or Collective Content. If You accept or agree to these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to these Terms and, in such event, “You” and “Your” will refer and apply to that company or other legal entity.

4. Modification

4.1.

vy Minds reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms and Course Fees, at any time and without prior notice. We will also update the “Last Updated” date at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided You with notice of a modification, You are indicating that You agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.

5. Eligibility

5.1.

Use of the Site, Application and Services is available only to persons who can form legally binding contracts under Indian laws. The Site, Application and Services are intended solely for persons who are 18 years of age or older. The use of the Site, Application and Services is also not available to persons whose membership has been suspended or terminated by Ivy Minds for any reason whatsoever. Any access to or use of the Site, Application or Services by anyone under 18 years is expressly prohibited. By accessing or using the Site, Application or Services You represent and warrant that You are 18 years or older.

6. Usage of Site, Application or Services

6.1.

The Site, Application and Services can be used to facilitate the Students to enrol for Courses. Such Courses are included in Listings on the Site, Application and Services by Ivy Minds. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if You wish to enrol for the Courses, You must first register to create an Ivy Minds Account (defined below).

6.2.

Ivy Minds makes available an online platform which provides various online Courses for the Students. Unless explicitly specified otherwise in the Ivy Minds platform, Ivy Minds’s responsibilities are limited to facilitating the availability of the Courses through the Site, Application and Services.

7. Account Registration

7.1.

In order to access certain features of the Site and Application, and to enrol for Courses, You must register to create an account (“Ivy Minds Account”) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.

7.2.

You can also register to join by logging into your account with certain third-party social networking sites (“SNS”) (including, but not limited to, Facebook, Instagram, Linkedin; each such account, a “Third-Party Account”), via Our Site or Application, as described below. As part of the functionality of the Site, Application and Services, You may link your Ivy Minds Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Ivy Minds through the Site, Services or Application; or (ii) allowing Ivy Minds to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that You are entitled to disclose your Third-Party Account login information to Ivy Minds and/or grant Ivy Minds access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by You of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Ivy Minds to pay any fees or making Ivy Minds subject to any usage limitations imposed by such Third-Party Account service providers. By granting Ivy Minds access to any Third-Party Accounts, You understand that Ivy Minds will access, make available and store (if applicable) any Content that You have provided to and stored in your Third-Party
Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your Ivy Minds Account and Ivy Minds Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts You choose and subject to the privacy settings that You have set in such Third-Party Accounts, personally identifiable information that You post to your Third-Party Accounts will be available on and through your Ivy Minds Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Ivy Minds’s access to such Third-Party Account is terminated by the thirdparty service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Ivy Minds Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Site and Application. Please note that your relationship with the Third-Party Accounts service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such Third-Party Accounts service providers. Ivy Minds makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Ivy Minds is not responsible for any SNS Content.

7.3.

Your Ivy Minds Account and your Ivy Minds Account profile page will be created for your use of the Site and Application based upon the personal information You provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Ivy Minds Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Ivy Minds reserves the right to suspend or terminate your Ivy Minds Account and your access to the Site, Application and Services if You create more than one (1) Ivy Minds Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of
these Terms.

7.4.

You are responsible for safeguarding your password. You agree that You will not disclose your password to any third party and that You will take sole responsibility for any activities or actions under your Ivy Minds Account, whether or not You have authorized such activities or actions. You will immediately notify Ivy Minds of any unauthorized use of your Ivy Minds Account.

8. Course Listings

8.1.

Ivy Minds will create Listing of various online Courses and the details about the Course, including, but not limited to, the subject, topic, number of sessions, mode of conduct, and time slots of the lectures and pricing and related rules and financial terms will be listed on the Site and the Application. Listings will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to Students preferences, ratings.

8.2.

Students will be able to view Courses via the Site, Application and Services based upon the information provided in the Listing, Students requirements, and Students’ search parameters and preferences. We understand and agree that once a Student requests enrolment for Course, We may not request the Student to pay a higher price than that mentioned in the Site or Application.

8.3.

Please note that Ivy Minds assumes no responsibility for a Student’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Ivy Minds reserves the right, at any time and without prior notice, to remove or disable access to any Student for any reason, that Ivy Minds, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Ivy Minds’s then-current standards, trademark & branding guidelines, if any, or otherwise harmful to the Site, Application or
Services.

8.4.

When You enrol for a Course, You will also be required to upload certain information, such as, uploading a profile picture or verifying phone number and providing details such as dae of birth, address and such other information as may be required from time to time as per the applicable laws. Any Member wishing to enrol for any of the Courses must meet these requirements

9. No Endorsement

9.1.

By using the Site, Application or Services, You agree that any legal remedy or liability that You seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused You harm. You agree not to attempt to impose liability on or seek any legal remedy from Ivy Minds with respect to such actions or omissions.

10. Payment Terms

10.1.

If an enrolment is requested for any Course via the Site, Application, Services or any other mode of communication, We will either pre-approve, confirm or reject the enrolment request within the period of 7 days from the date of request for enrolment (‘Enrolment Request Period’), otherwise the enrolment request will automatically expire. If We are unable to confirm or decide to reject an enrolment request within the Enrolment Request Period, any amounts collected by Ivy Minds for the requested enrolment will be refunded to the concerned Student. When We confirm an enrolment requested by a Student, Ivy Minds will send the Student an email, text message or message via e-mail and the Application confirming such enrolment, depending on the selections You make via the Site,
Application and Services.

10.2.

The Course Fees payable will be shared to the Student after the Student sends an enrolment request to Ivy Minds. Upon receipt of the Students enrolment request, Ivy Minds may initiate a pre-authorization and/or charge a nominal amount to Student’s Payment Method pursuant to the Payments Terms.

10.3.

Ivy Minds will collect the Course Fees from Students at the time of the enrolment request.

10.4.

Students agree that no refund from the Course Fees will be permitted in respect of tuitions already imparted.

10.5.

You agree that Ivy Minds through its Site or Application would raise system generated invoice to the Student in relation to the Course for which the Student has enrolled. Ivy Minds will raise invoice for the Course Fees which shall be inclusive of all applicable Taxes

10.6.

You as a Student agree to pay the Course Fees for any enrolment requested, in connection with your Ivy Minds Account. Ivy Minds will collect the Course Fees pursuant to the Payments Terms.

10.7.

Once you’re confirmed enrolment transaction is complete You will receive a confirmation email summarizing your confirmed enrolment.

10.8.

If a Student wish to cancel a confirmed enrolment made via the Site or the Application, either prior to or after commencement but before completion of the Course, the Student shall be entitled to refund of the Course Fees on pro-rata basis (i.e. no refund shall be provided in relation to tuitions already imparted).

11. Taxes

11.1.

You understand and acknowledge that appropriate Taxes will be charged on amounts collected from Students, and remitted to the respective Tax Authority.

12. User Conduct

12.1.

You understand and agree that You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, You may not and You agree that You will not:

12.1.1.

violate any local, state, national, or other law or regulation, or any order of a court, including, without limitation, Tax regulations;

12.1.2.

use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content;

12.1.3.

access or use Our Site, Application, Services expose or allow to be used or exposed, any Ivy Minds Content: (i) that is not publicly displayed by Ivy Minds in
its search results pages or listing pages before an enrolment is confirmed; (ii) in any way that is inconsistent with the Ivy Minds Privacy Policy or Terms of Service; or (iii) in any way that otherwise violates the privacy rights or any other rights of Ivy Minds users or any other third party;

12.1.4.

use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Ivy Minds endorsement, partnership or otherwise misleads others as to your affiliation with Ivy Minds;

12.1.5.

dilute, tarnish or otherwise harm the Ivy Minds brand in any way, including through unauthorized use of Collective Content, registering and/or using Ivy Minds or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Ivy Minds domains, trademarks, taglines, promotional campaigns or Collective Content;

12.1.6.

copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;

12.1.7.

infringe the rights of Ivy Minds or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right

12.1.8.

interfere with or damage Our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

12.1.9.

use Our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

12.1.10.

use Our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;

12.1.11.

“stalk” or harass any other user of Our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Ivy Minds Student;

12.1.12.

register for more than one Ivy Minds Account or register for an Ivy Minds Account on behalf of an individual other than yourself, except in case where the parent is registering the account for its child or guardian for its ward;

12.1.13.

contact another Member for any purpose other than asking a question related to an Enrolment, Course, Listing, coaching, or the Member’s use of the Site, Application and Services;

12.1.14.

recruit or otherwise solicit any Member to join third-party services or websites that are competitive to Ivy Minds, without Ivy Minds’s prior written approval;

12.1.15.

recruit or otherwise solicit any Member to join third-party services, applications or websites, without Our prior written approval;

12.1.16.

impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

12.1.17.

use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;

12.1.18.

use the Site, Application, Services or Collective Content to find a Student and then complete an enrolment of Course independent of the Site, Application or Services, in order to circumvent the obligation to pay any Fees related to Ivy Minds provision of the Services or for any other reasons;

12.1.19.

violate these Terms or Ivy Minds then-current policies and or standards;

12.1.20.

engage in disruptive, circumventive, abusive or harassing behaviour in any area or aspect of the Site, Application, or Services;

12.1.21.

post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade
secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;

12.1.22.

systematically retrieve data or other content from Our Site, Application or Services to create or compile, directly or indirectly, in single or multiple
downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

12.1.23.

use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, Ivy Minds name, any Ivy Minds trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without Ivy Minds express written consent;

12.1.24.

access, tamper with, or use non-public areas of the Site, Application or Services, Ivy Minds computer systems, or the technical delivery systems of Ivy Minds providers;

12.1.25.

attempt to probe, scan, or test the vulnerability of any Ivy Minds system or network or breach any security or authentication measures;

12.1.26.

avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Ivy Minds or any of Ivy Minds
providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;