DEFINITIONS
1.1. “Admin” means the authorised personnel/employees/agents of the Teaching Organization who have been authorised to manage and run the account on Teaching Organization’s behalf.
1.2. “Chargeback” means a previous made charge or payment on a credit card/debit card/any other payment instrument (“Payment Card”) that is returned to such Payment Card, after the Payment Card holder disputes the charge or payment on their account statement or transactions report.
1.3. “Confidential Information” means any information that whether it being written or oral and whether it being designated as confidential or not, by its nature, and/or the circumstances of its disclosure, makes it reasonably likely that it is confidential. Confidential Information may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, future product plans, designs, specifications, data, computer programs, business activities and operations, customer lists, reports, studies, personnel information, financial information, information disclosed by demonstration of any product and other technical and business information.
1.4. “Content Terms” shall mean the terms and conditions available here.
1.5. “Creator” shall mean individuals, organizations, or entities who own or other have the right to provide Creator Content for licensing on the Platform.
1.6. “Creator Content” shall mean the content made available by a Creator on the Platform for licensing it, in accordance with the Content Terms and includes without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and any other form of academic content, explanations, question banks, practice material. This will exclude Teaching Organization Content.
1.7. “Org Contributor” means an individual added by the Admin on the Platform who shall have special access in relation to uploading Teaching Organization Content on the Platform.
1.8. “Evallo Data” shall have the same meaning as set out in Section 13.1.
1.9. “Family” shall mean the Parent(s) and the concerned Student, collectively.
1.10. “Intellectual Property” shall mean all work product, improvements, developments, discoveries, proprietary information, trademarks, trade names, logos, art work, slogans, know-how, client presentation decks, processes, systems methods, trade secrets, source code, application development, ideas, designs, slogans, art works, drawings, plans, business plans or models, blue prints (whether or not registrable and whether or not design rights subsist in them), utility models, other works in which copyright may subsist (including computer software and preparatory and design materials thereof), inventions (whether patentable or not, and whether or not patent protection has been applied for or granted), all other intellectual property throughout the world, in and for all languages, including but not limited to computer and human languages.
1.11. “Intellectual Property Rights” shall mean all current and future worldwide rights in the Intellectual Property.
1.12. “Parent” means a parent or legal guardian of a Student.
1.13. “Personal Data” means any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available with a body corporate, can identify such person.
1.14. “Privacy Policy” means the privacy policy of Evallo as set out here.
1.15. “Services” means services offered by Evallo, which includes online tools to facilitate operations management, schedule management, classroom management, curriculum management, billing & invoicing management, payroll management, and other such .
1.16. “Student” means a student who avails services from a Teaching Organization using the Platform.
1.17. “Teaching Organization” means a customer of Evallo who avails the Services.
1.18. “Tutors” means teachers appointed by the Teaching Organization to provide tutoring services to their Students.
1.20. “Teaching Organization Content” shall mean any material or content uploaded by a User on the Platform.
1.21. “User” as the context requires, refers to either the Parent, Student, Admin, Tutor, Teaching Organization, Creator, or the Org Contributor (as the case may be).
USE OF PLATFORM AND THE SERVICES
2.1. You may use the Platform and the Services only for lawful purposes and in accordance with these Terms.
2.2. Any action triggered on your Account on the Platform will be deemed to have been authorised by you and initiated with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur under your Account. You agree that all activities that occur under your Account (including without limitation, posting any information, clicking to accept any terms & conditions) will be deemed to have been authorized by you.
2.3. You hereby agree not to use the Platform and the Services:
2.3.1. In any way that violates any applicable national or international laws or regulations;
2.3.2. For the purpose of exploiting, harming, or attempting to exploit any person or harm minors in any way by exposing them to inappropriate content or otherwise;
2.3.3. To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam," or any other similar solicitation;
2.3.4. To impersonate or attempt to impersonate Evallo, an Evallo employee or personnel, another User, or any other person or entity;
2.3.5. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity; or
2.3.6. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of Platform and the Service, or which, as determined by us, may harm, or offend Evallo or other Users or expose them to liability;
2.3.7. In any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform;
2.3.8. Use any "deep-link", "page-scrape", "robot", "spider", or other automatic device, process, program or means to access the Platform and/or the Service for any purpose, including monitoring or copying any of the material on the Platform;
2.3.9. Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent;
2.3.10. Use for any purpose that is unlawful or otherwise prohibited by these Terms s, or for other activity which infringes the rights of Evallo or others;
2.3.11. Use any device, software, or routine that interferes with the proper working of the Platform;
2.3.12. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
2.3.13. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform;
2.3.14. Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack;
2.3.15. In any way decompile, reverse engineer, or disassemble the Platform or any material or content on the Platform; or
2.3.16. Otherwise attempt to interfere with the proper working of the Platform and the Service.
2.4. You shall not make any defamatory or denigrating statement(s) about Evallo, or its brand name or domain name used by Evallo, or otherwise act in any manner that might tarnish the reputation or standing, of Evallo or other Users of the Platform or otherwise tarnish or dilute any of Evallo’s trademarks, service marks, trading name, or the goodwill associated with them.
2.5. You shall not probe, scan, or test the vulnerability of the Platform or any network connected to the Platform or breach the security or authentication measures on the Platform, or any network connected to the Platform. You shall not reverse look-up, trace or seek to trace any information on any other User or visitor of the Platform, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform.
TERMS OF USE FOR THE TEACHING ORGANISATION
3.1. You will be required to sign up for accessing the Platform and availing the Services.
3.2. You understand that COPPA (Child Online Privacy Protection Act; for schools in the USA) and GDPR (General Data Protection Regulation; for schools in the EU) require parental consent for the collection of Personal Data from underage children. As a third-party operator Evallo relies on you obtaining consent from the respective Parents for all underage children under COPPA. The consent can be obtained by requiring the Parents to approve their child’s use of the Platform via the link received by them, on being initiated by you, on the Platform.
3.3. You agree to handle and manage all matters/disputes arising out of or in connection with any refund of Tutoring Fees to the Parents and/or Students. All such refunds shall be at your account, and you agree to indemnify Evallo against all disputes raised by Parents, Students and/or any other third party in this regard against Evallo.
3.4. You understand that a Chargeback may be successfully initiated by a Parent and/or Student at their sole discretion with their Payment Card Issuer. You acknowledge and agree – (a) that Evallo shall not be held liable for any losses, damages, fees, or disputes associated with Chargeback requests; and (b) to indemnify Evallo against all disputes raised by Parents, Students and/or any other third party in this regard against Evallo.
3.5. You will use the Platform and the Services responsibly, and for academic purposes only and will take reasonable steps to ensure that your Students use the Platform and the Services responsibly.
3.6. You will respect the privacy of the children and only share the class journal content with relevant Parents.
3.7. In respect of your licensing and use of the Creator Content, you agree to the terms set out in relation thereto under the Content Terms.
TERMS OF USE FOR TUTOR, ADMIN AND ORG CONTRIBUTOR
4.1. You understand that you are accessing the Platform on behalf of your Teaching Organization.
4.2. You undertake that you are the owner of or have all required rights, licenses, consents, and permissions to use any copyrighted work, including literary works, visual works, musical works, sound recordings, audiovisual works, or other work or any combination of the foregoing, of any content that you upload on the Platform or use while providing your services or discharging your obligations using the Platform.
TERMS OF USE FOR THE PARENTS
TERMS OF USE FOR THE STUDENTS
6.1. You will be required to sign up for an account after your Teaching Organization initiates the process and where relevant, after your Parent consents to the usage of the Platform.
6.2. If you are a minor (under 13 years of age in the USA, 18 years in India or such age as applicable within your jurisdiction), you must have the consent of your Parent to use the Services.
6.3. You will use the Services responsibly and respect the rights and privacy of other Users.
6.4. You may not transfer your account to anyone else without Evallo’s prior written permission.
6.5. Evallo does not encourage you to share your Personal Data (name, phone number, email, photos, videos) publicly and advises you to refrain from sharing it publicly.
6.6. You consent to Evallo storing and accessing your educational records.
FEES AND PAYMENT
7.1. The Teaching Organisation’s access to and use of the Platform and Services is subject to payment of the applicable subscription fees ("Fees”), as notified by Evallo, at the time of signing up for the Services.
7.2. The Teaching Organisation may opt from different subscription plans offered by Evallo. Evallo may also offer certain add-onservices for additional charges which may be availed by the Teaching Organisation.
7.3. Evallo may, at its own discretion, on purchase of a subscription plan by the Teaching Organisation, offer the Services under such subscription plan for an additional duration without any cost (“Free Trial”). Once a Teaching Organisation has been offered a Free Trial under any of the subscription plan, it shall not be entitled to Free Trial again under the same or any other subscription plan.
7.4. The Fees for the Platform and the Services are subject to review from time to time, and Evallo reserves the right to propose changes to the Fees by providing an advance notice to the Teaching Organisation.
7.5. The Fees shall be subject to taxes, under applicable laws.
TEACHING ORGANISATION CONTENT
You shall not, where permitted host, display, upload, modify, publish, transmit, store, update or share Teaching Organization Content which:
8.1. Belongs to another person and to which you do not have any right to;
8.2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy including bodily privacy, hateful, racially, or ethnically objectionable, disparaging, relating, or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing or otherwise inconsistent with or contrary to the laws in force;
8.3. Is misleading in any way;
8.4. Is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred, or physical harm of any kind against any group or individual;
8.5. Harasses or advocates harassment of another person;
8.6. Promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
8.7. Infringes upon or violates any third party's rights including, but not limited to, Intellectual Property Rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address, or phone number) or rights of publicity;
8.8. Promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
8.9. Contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
8.10. Provides material that exploits people in a sexual, violent, or otherwise inappropriate manner or solicits Personal Data from anyone;
8.11. Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
8.12. Contains video, photographs, or images of another person (with a minor or an adult), except with the express prior written consent of such person;
8.13. Tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or solicits personal identifying information for commercial or unlawful purposes from other Users;
8.14. Solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
8.15. Interferes with another User’s use and enjoyment of the Platform or enjoyment of any Service(s);
8.16. Refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
8.17. Harms minors in any way;
8.18. Infringes any patent, trademark, copyright, or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;
8.19. Violates any law for the time being in force;
8.20. Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
8.21. Impersonate another person;
8.22. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or Personal Data;
8.23. Threatens the unity, integrity, defence, security or sovereignty of a nation, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to a nation.
8.24. Shall not be false, inaccurate or misleading;
8.25. Is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.
CREATOR CONTENT
9.1. The licensing of Creator Content on the Platform shall be governed by the Content Terms.
10.1.The Teaching Organization may avail the invoicing feature of the Platform for the Tutoring Fee at a frequency and :
(a) Pre-Session – The invoice shall be generated and sent to the Parent prior to the scheduled tutoring session.
(b) Post-Session - The invoice shall be generated and sent to the Parent immediately after the scheduled tutoring session
(c) Periodic – The invoice shall be sent to the Parent at a pre-set periodic interval.
(d) Manual – The invoice can be generated manually and sent as deemed fit by the Teaching Organization.
10.2. The Teaching Organization has the option to accept payments through the Platform (the “Payment Processing Services”). The Payment Processing Services are provided by third-party payment processor(s) (each a “Third-Party Payment Processor”), as a third-party offering on the Platform. The Teaching Organization’s use of the Payment Processing Services will be subject to a separate payment processing agreement which would need to be executed solely between the Teaching Organization and the Third-Party Payment Processor. The Teaching Organization agrees that they will comply with the terms and conditions of any applicable payment processing agreements, privacy policies, and any other related documentation provided by or on behalf of the Third-Party Payment Processor, and any applicable card network rules, policies, laws, and regulations at all times while using such Payment Processing Services. By enrolling in the Payment Processing Services, the Teaching Organization agrees to the applicable Third-Party Payment Processor’s payment processing agreement, privacy policy, and any other related terms and conditions, The Teaching Organization. Evallo shall not be liable for the acts or omissions of any third party, including any Third-Party Payment Processor.
10.3. Evallo shall levy a service fee for providing the Payment Processing Services on the Platform (“Service Fees”). Evallo shall have the right to determine and/or revise the Service Fees, from time to time. The Service Fee shall be in addition to the Platform Fees. Further, the Teaching Organization acknowledges and agrees that while the Platform provides invoicing and payment collection services, the responsibility for collection of the payment shall vest with the Teaching Organization and Evallo shall not be responsible for the same, during provision of Services under these Terms or following termination thereof. The Teaching Organization shall receive the payment on T+2 days after the payment is made by the Family, after deduction of the Service Fees and the fee charged by the Third-Party Payment Processor. The Teaching Organization may have the option of choosing an accelerated payout for an additional fee. All the applicable rates in relation to the Payment Processing Services may be viewed here[AG1] .
10.4. The Teaching Organization shall have the option to charge the Service Fees to the Family at the time of raising the invoice for the Tutoring Fees. The Teaching Organization shall clearly and before beginning to provide the services to the Student inform the Family of its policy on the Service Fees.
10.5. The Teaching Organization may enable the refund feature for its invoices, at its sole discretion.
10.6. The Teaching Organization shall clearly and before beginning to provide the services to the Student inform the Family of its invoicing, payment and refunds policies, including but not limited to, Service Fees levied (if any), timeline for payment of invoice, late payment fees, procedure for handling invoicing and payments disputes, refunds in the event of missed sessions, no-shows, rescheduled sessions.
10.7. The Family acknowledges and agrees that their availing of the services from the Teaching Organization, on the Platform, shall be subject to the specific policies of the concerned Teaching Organization as made known to them prior to the provision of services.
10.8. The Teaching Organization shall be required to set up the period by which the invoiced amount shall become due after being generated and sent to the Family.
REPRESENTATION AND WARRANTIES
11.1. Evallo represents and warrants that
11.1.1. It is a validly incorporated business entity;
11.1.2. It has all necessary rights, powers, and authority to perform its obligations under these Terms and the execution, delivery, and performance of the Terms; and
11.1.3. It shall at all times and at its own expense strictly comply with all applicable laws and maintain in full force and effect all licenses, permits, and authorization from all governmental departments and agencies to the extent necessary to perform its obligations under these Terms.
11.2. Users represent, warrant, and undertake that -
11.2.1. You are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and have all necessary rights, powers, and authority to bind them to these Terms;
11.2.2. By agreeing to these Terms, you are not violating or infringing upon or otherwise violating the rights of any third party;
11.2.3. You will use the Platform and avail the Services in compliance with these Terms and with all applicable laws; and
11.2.4. You will not use the Platform for any purpose that is unlawful or prohibited by the Terms. You agree not to use this Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other User’s use and enjoyment of the Platform. You agree not to obtain or attempt to obtain through the Platform any materials or information not intentionally made available to you through the Platform.
11.3. In addition to the representations and warranties under Section 11.2, Teaching Organization additionally represent and warrant that -
11.3.1. It shall ensure that only authorised personnel of the Teaching Organization are onboarded as Admin and Org Contributor on the Platform;
11.3.2. It shall ensure compliance with any laws, rules, regulations, and contracts with third parties that applies to its usage of Platform to provide its Services to the Students;
11.3.3. It shall, at all times, be responsible for all licenses, registrations, authorisations required to provide services to Students using the Platform;
11.3.4. It shall – (a) obtain adequate and appropriate consent from all Users from whom it collects data for provision of services using the Platform; and (b) handle and use personal data of such Users in compliance with applicable privacy laws and these Terms; and
11.3.5. It has all necessary rights in and to all your Teaching Organization Content and all material they contain; that such Teaching Organization Content shall not infringe any proprietary or other rights of third parties; that such Teaching Organization Content shall not contain any viruses or other contaminating or destructive devices or features; that such Teaching Organization Content will not contain any defamatory, indecent, offensive, tortious, or otherwise unlawful material or content; and that your such Teaching Organization Content will not be used to carry out or solicit any unlawful activity and/or be used to make commercial solicitations.
11.4. In addition to the representations and warranties under Section 11.2, Parents additionally represent, warrant, and undertake that –
11.4.1. They have duly authorised their child/ward’s use of the Platform as a Student; and
11.4.2. They shall remain responsible for their child/ward’s actions and behaviour as a Student on the Platform.
DISCLAIMER OF WARRANTIES
12.1. The Platform and Services are provided by Evallo on an "as is" and "as available" basis. Evallo herein expressly disclaims all warranties of any kind, express or implied, as to the operation of the Platform and the Services, or the information, content or materials included therein, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. You expressly agree that your use of the Platform, their content, and any Services or items obtained from us is at your sole risk.
12.2. Evallo makes no warranty that - (i) the Platform and the Services will meet your requirements, (ii) the Platform and the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Platform and the Services will be complete, accurate or reliable, (iv) the quality of any products, services, information, or other material obtained by you through the Platform will meet your expectations, and (v) any errors or defects in the Platform will be corrected. Further, Evallo shall not be responsible for the conduct of User towards each other who, in their own discretion determine to interact with each other, in any manner whatsoever, using the Platform.
12.3. Evallo facilitates invoicing and payment processing between Users but does not guarantee payment receipt or timeliness. Users are responsible for ensuring accurate payment information and maintaining sufficient funds. Evallo is not liable for Chargebacks, payment delays, failures, or non-payment, including issues due to insufficient funds, incorrect details, fraudulent transactions, or third-party processor errors. Users should address such issues with their financial institutions or payment providers or with the other Users (as relevant). Further, Evallo does not manage overdue invoice collections or provide debt collection services. Users must handle their accounts receivable and pursue overdue payments independently. The risk of non-payment is inherent in transactions, and Evallo is not liable for related losses and claims. Additionally, you understand that Evallo may integrate with third-party payment processors or financial services, and you acknowledge that these services are governed by their own terms and conditions available here[AG1] . Evallo is not responsible for any actions or omissions of these third-party services.
12.4. You expressly understand and agree that any material uploaded/downloaded or otherwise obtained, from the Platform is done at your own discretion and risk; Evallo shall not be liable, and you will be solely responsible, for any and all loss, or corruption, of data uploaded or inputted by you through the use of the Platform, and all servicing, repair, or correction and any damage to your hardware and software that may result from the use of the Platform and the Services. Evallo will not be liable for any losses, damages or claims by you or any third-party in this regard.
12.5. Evallo is not responsible for outages or disruptions, including those caused on account of disruption of the internet and telecommunications infrastructure which are beyond Evallo’s control, outages caused on account of surge on the Platform, etc. that can lead to interruptions in the availability of the Platform. Evallo may, temporarily and under consideration of your legitimate interests (e.g., by providing prior notice), restrict the availability of the Platform or certain features thereof, if this is necessary in view of capacity limits, the security or integrity of Evallo’s servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. The Platform and its original content (excluding Teaching Organization Content and Creator Content), features and functionality, structure, expression, "look and feel", all graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code ("Evallo Data") are and will remain the exclusive property of Evallo and its licensors. The Platform is protected by copyright, trademark, and other applicable laws in the jurisdiction applicable to the operations of Evallo. Our trademarks may not be used in connection with any product or service without the prior written consent of Evallo. All right, titles and interests in the Evallo Data shall continue to vest with Evallo, including in circumstances where the Platform is hoisted on a third-party’s domain.
13.2. Except as expressly provided in these Terms, no part of the Platform and no Evallo Data may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial use, without Evallo's express prior written consent. Evallo Data on the Platform is solely for your personal, limited, and non-exclusive use. Use of the Evallo Data on any other web site or networked computer environment or use of the Evallo Data for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks, and other proprietary rights, and is prohibited.
13.3. You acknowledge and understand that any intellectual property you may have access to by way of availing the Services are the sole and exclusive property of Evallo and its licensors and undertake not to use the same without the prior written consent of Evallo.
13.4. You may provide us with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Platform and Services ("Feedback"). You acknowledge and agree that: (i) you shall not retain, acquire or assert any Intellectual Property Right or other right, title or interest in or to the Feedback; (ii) Evallo may have development ideas similar to the Feedback; (iii) Feedback shall not contain Confidential Information or proprietary information from you or any third party; and (iv) Evallo is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Evallo and its affiliates an exclusive, transferable, irrevocable, royalty-free, sub-licensable, unlimited, and perpetual right to use (including copy, modify, create derivative works, publish, distribute, and commercialize) Feedback in any manner and for any purpose.
13.5. All Intellectual Property Rights in the Teaching Organization Content shall be the exclusive property of the respective Users who uploads/posts the Teaching Organization Content on the Platform. By posting Teaching Organization Content on or through the Platform, you represent and warrant that: (i) Teaching Organization Content is yours (you own it) and/or you have the right to use, distribute it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Teaching Organization Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
14. CONFIDENTIALITY
14.1. Any and all Confidential Information exchanged between or amongst Evallo and any of the Users in the course of their usage of the Platform and the Services shall be kept strictly confidential and not disclosed to any third party without prior written consent of the discloser of the Confidential Information. At all times, Confidential Information shall be treated and stored carefully and appropriately so that the Confidential Information is not inadvertently made available to any third party or otherwise disclosed in breach of these Terms.
14.2. Notwithstanding the aforesaid, these Terms shall not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted or required by law, regulation or order of a court or other governmental authority. Furthermore, Evallo may disclose Confidential Information on a need-to-know basis to its contractors and service providers whom it requires to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the Services.
14.3. Users may disclose the other User’s/Evallo’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the disclosing party of such disclosure requirement; and (b) gives the disclosing party the chance to challenge the disclosure.
14.4. All the data that a User enters in the Platform belongs to the User, however, the User may not copy, make transcriptions or recordings or in any other way reproduce or duplicate any document or other medium containing Confidential Information or Intellectual Property of Evallo or other User, without Evallo or such other User’s (as the case may be) written consent.
14.5. Evallo will comply with applicable data protection laws as well as with its own policies/processes, as applicable, and Privacy Policy in relation to any User’s personal data that it may collect and process for the purposes of supplying the Service. Evallo will process any such personal data in accordance with the Privacy Policy.
15. TERMINATION AND SUSPENSION
16. THIRD-PARTY SERVICES
16.1. Evallo may allow you access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ websites. You are cautioned to read such third party’s terms and conditions and/or privacy policies before using their web site/mobile application with respect to such content, products, or services that you may avail. You acknowledge that Evallo has no control over such third parties’ websites/mobile application and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on such websites/mobile application.
17. LIMITATION OF LIABILITY
17.1. Evallo shall not have any liability whatsoever for any claims arising out of or in relation to: (a) any of your acts or omissions; (b) compliance with the instructions given by you or any person acting on your behalf; (c) any dispute or claims between the Users; (d) the loss of data and/or the use or the inability to use this site; (e) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or transactions entered into through or from the Platform; (f) unauthorized access to or alteration of your transmissions or data; (g) statements or conduct of any third party on the Platform; or (v) any other matter relating to unauthorised and incorrect use of the Platform.
17.2. To the fullest extent permitted by applicable laws, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Evallo (or its affiliates, subsidiaries, directors, officers, employees, agents, licensors, suppliers, sub-contractor or service providers) be liable to you or to any other person for (a) any indirect, special, incidental, consequential, exemplary, or punitive damages, losses, or expenses of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, even if Evallo knew or should have known or was advised that such damages, losses, or expenses were possible and even if direct damages do not satisfy a remedy.
17.3. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of Evallo for any claims that may arise in connection with these Terms and/or use of the Services shall not exceed the amounts paid by the concerned user(s) (if any) to Evallo in connection with the services in the six (06) month period preceding the applicable claim.
17.4. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
18. INDEMNITY
18.1. To the maximum extent permissible by law, you agree to indemnify and hold Evallo, its affiliates, subsidiaries, directors, officers, agents, licensors, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees), including those made by third parties, arising from or in any way related to - (a) your use of the Platform and/or the Services (including any actions taken by a third party using your account); (b) your violation of these Terms, including violation of third party’s Intellectual Property Rights in respect of any material uploaded on the Platform; (c) your violation of any rights of another User; and (d) your violation of any applicable laws (“Claim”)
18.2. In the event of such a Claim, we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
19. CHANGE OF CONTROL
19.1. Over time, Evallo may grow and reorganize. We may share your information, including Personal Data with affiliates such as a parent company, subsidiaries, joint venture partners or other companies that we control or that are under common control with us, in which case we will require those companies to agree to use your Personal Data in a way that is consistent with the Privacy Policy.
19.2. In the event of a change to our organizations such that all or a portion of Evallo or its assets are acquired by or merged with a third-party, we will provide you with notice of the acquisition or the corporate restructuring within five (05) days following the completion of such a transaction, by email to your email address that you provided to us. If you do not consent to the use of the Platform offered by such a successor company, you may discontinue using the Platform and the Services.
19.3. In any other situation where Personal Data that we have collected from users would be one of the assets transferred to or acquired by that third-party, the Privacy Policy will continue to apply to your information, and any acquirer would only be able to handle your Personal Data as per the Privacy Policy (unless you give consent to a new policy). If you do not consent to the use of your Personal Data by such a successor company, subject to applicable law, you may request its deletion from the company.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1. These Terms shall be governed by the laws of Delaware, USA and the parties hereto agree to submit all matters and/or disputes arising thereof, to the exclusive jurisdiction of the courts of Delaware, USA.
21. MISCELLANEOUS
21.1. Notices:
21.1.1. All legal notices or demands to or upon Evallo shall be made in writing and sent by email to [insert email address].
21.1.2. All legal notices or demands to or upon you shall be made by to the last-known email address provided by you to Evallo, or SMS, WhatsApp messages, or by posting such notice or demand on any part of the Platform that is publicly accessible without a charge or through such other mode of communication as Evallo may deem fit in its discretion.
21.2. Force Majeure: Evallo shall not be liable for its non-performance and inadequate performance to the extent such non-performance and inadequate performance is caused by a condition (for instance, natural disaster, act of war or terrorism, riot, labour condition, epidemic, pandemic, governmental action, and internet disturbance) that was beyond Evallo’s reasonable control.
21.3. Assignment: You may not assign, transfer, or delegate your rights, titles, benefits, and obligations under the Terms to a third party without the prior written consent of Evallo. Evallo may, at its sole discretion, assign, transfer or delegate its rights, titles, benefits, and obligations under the Terms to an affiliate or any other third-party.
21.4. Modifications:
21.4.1. Evallo may amend these Terms at any time by posting the amended terms ("Revised Terms") on the same or different webpage designated by us for the Terms on the Platform. It is your responsibility to review these Terms periodically. Any such amendment shall be deemed to be effective in respect of you, thirty (30) days from the date such change was posted on this webpage (or any other such webpage on the Platform) or otherwise communicated to you.
21.4.2. Subject to the above, your continued use of the Platform following the posting of Revised Terms shall imply your acknowledgement of, and agreement with the Revised Terms, which shall be binding on you.
21.4.3. If you do not agree to the Revised Terms, you are no longer authorized to use the Platform and the Service.
21.5. Severability: If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
21.6. Waiver: Evallo’s failure to enforce any terms of this Terms will not constitute a waiver of its right, nor will it act as a waiver of Evallo’s right to act with respect to subsequent or similar breaches.
21.7. Conflict: Unless otherwise provided for, in the event of any conflict between these Terms and any other agreement executed between you and Evallo, the terms of this Terms shall prevail.
21.8. Survival: The provisions which by their nature, intend to survive the termination of these Terms, shall survive the termination of these Terms.
21.9. Entire Agreement: This Terms, along with the other policies hosted on the Platform, constitutes the entire understanding between you and Evallo and supersedes all other discussions and understanding between you and Evallo.
21.10. Contact Information: Please send your feedback, comments, requests by email at support@evallo.org.