Terms of Use
Terms of Use
This Terms of Use is entered into by and between Altruist Technologies Private Limited’s singing online education services named “Musiklass” and the End User
The Company and the End User shall hereinafter be individually referred to as a “Party” and collectively referred to as the “Parties”, as the context may require
WHEREAS:
1. The Company provides a plethora of services, singing online education and support services through its web and mobile platforms (hereinafter referred to as the “Musiklass”).
1.The Parties are desirous to enter into this Terms of Use.
1. In consideration of the mutual promises, covenants, undertakings and agreements between the Parties hereto, the Parties hereby enter into this Terms of Use on the terms and conditions contained herein.
1.DEFINITIONS AND INTERPRETATIONS AND OVERRIDING EFFECT
1. Definitions: The Parties to this Terms of Use hereby unconditionally agree that unless the context otherwise requires, the terms listed below when used in this Terms of Use shall have the meanings attached to them and these terms shall be interpreted accordingly. The terms listed below as used in this Terms of Use may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in this Terms of Use and whenever such terms are used in this Terms of Use they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:
“Student Information” shall mean any and all information, including but not limited to any personally identifiable/ sensitive information of any Student.
“Student” shall mean any user who has signed up to be a part of Musiklass.
“Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognized stock exchange of any relevant jurisdiction.
“Dispute” shall have the meaning ascribed to it in Clause 7.4.
“Event of Default” shall mean any breach of representation, warranties and covenants by the End User.
“Indemnified Liabilities” shall have the meaning ascribed to it in Clause 5.
“Indemnified Parties” shall have the meaning ascribed to it in Clause 5.
“Person” means and includes an individual, a sole proprietorship, an association, syndicate, a corporation, a firm, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, a limited liability company or other entity or organization, body corporate, governmental authority, judicial authority, a natural person in his capacity as trustee, executor, administrator, or other legal representative and any other entity including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.
“Purpose” shall mean the specific purpose in relation to which the Company has agreed to provide services to the End User, and shall not include any ancillary, consequential and/or incidental purposes thereto.
1.General Interpretation
In this Terms of Use, except to the extent that the context otherwise requires:
1. References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statute, ordinance or other Law;
2. References to Clauses, are reference to clauses in this Terms of Use unless the context requires otherwise and the recitals to this Terms of Use shall always be deemed to form part of this Terms of Use;
3. The headings are inserted for convenience only and shall not affect the construction of this Terms of Use;
Subject to Applicable Law, every representative, agent and/or employee the Company, in the ordinary course of business, shall abide by the provisions of this Policy.
4. The masculine gender includes the feminine gender as well as the neuter and vice versa.
2.The Company shall obtain all its Non-Aggregated Personal Information about the End User directly from him, and/or from such other person who has been duly authorized by the End User to disclose such information, which may include an Onboarding Party. For clarification of doubt, at the instance any Onboarding Party adds any information, including but not limited to any Non-Aggregated Personal Information about the End User without the consent of the End User, the Company specifically disclaims any representations and warranties in relation thereto.
3. The Company shall have the right to but not an obligation to retain any information provided by the End User
4. The Company reserves the right to block any End User or otherwise remove any information, including but not limited to information provided by the End User to the Company procured from any source for any reason whatsoever
5.The singular includes the plural and vice versa.
1. REPRESENTATIONS, WARRANTIES, COVENANTS AND DECLARATIONS BY END USERS
1. Notwithstanding anything contained herein, the End User shall not make use of Musiklass or its services for any purpose that is violative of Applicable Law.
1. The End User agrees, understands, acknowledges and affirms that all information made available by the Company through Musiklass is on an as-is-as-available basis and there are no implied or express representations and warranties made by the Company in this regard in any manner.
1. The Company does not make any implied or express representations, warranties, declarations and covenants in relation to any actions and/or omissions of any other End User activity.
1. The End User understands, agrees, affirms and acknowledges that the Company has merely made available Musiklass for the use of the End User and has no control and/or restriction placed over the kind of activity that can be carried out in it.
1. The End User specifically represents and warrants that any and all information provided by him to the Company is true and accurate.
1. The End User acknowledges, understands, agrees and affirms that the Company has extended a limited, revocable license to the End User to use Musiklass for the Purpose and that the Company holds all right, title and/or interest to any all intellectual property in relation to Musiklass, including but not limited to any trademarks and copyrights associated with the user interface, user experience, learning experiences, source code and/or any marketing material
1.The End User represents and warrants that he is above the age of 18.
1. To provide, improve, develop services by the Company
1. The End User understands, acknowledges and affirms that the Company has no connection in relation to contractual relationships that are entered into after Musiklass has been utilized by any person.
1. The End User understands, acknowledges and affirms that Musiklass is only made available for his own personal use, and not for any other person.
1. The End User understands, acknowledges and affirms that the Company does not guarantee the compliance of Applicable Law by any third party service provider and/or other End User on Musiklass.
1. The End User specifically covenants that he shall not upload and make available any information/data which is pornographic and/or sexually provocative in nature while communicating with other End Users on Musiklass.
1. The End User specifically covenants that he shall not upload and make available any information/data which can be constituted to be hate speech, racist, discriminatory, segregatory and/or offensive to any group and/or ethnicity. For the purposes of this clause, such “information/data” shall include (but not be limited to any Uploaded Video and Audition Remarks)
1. The End User hereby warrants that he has the legal right, power and authority to enter into, deliver and perform these Terms of Use and any other documents executed by him in connection with or pursuant thereto.
1. Notwithstanding anything contained herein and or any connection that the Company may have with any arrangement and/or agreement that are entered pursuant thereto, the End User specifically represents and warrants that he is not prohibited, in any manner whatsoever, either directly and/or indirectly, to avail any of the services (including but not limited to access to Musiklass) that have been made available to him by the Company and/or any third party through this Terms of Use.
1. The Student specifically covenants that he shall not allow anybody other than his legal guardian or representative to access his account on Musiklass.
1. Notwithstanding anything contained herein, any guardian specifically covenants that he shall not access any account on Musiklass other than those for which the End Users have specifically authorised such guardian or representative to act on their behalf.
1. Notwithstanding anything contained herein and or any connection that the Company may have with any arrangement and/or agreement that are entered pursuant thereto, the End User covenants that he shall not make use of any of the services (including but not limited to access to Musiklass) been made available to him by the Company and/or any third party through this Terms of Use, for a purpose that is prohibited under Applicable Law.
1. The End User covenants that he shall not upload viruses or other malicious code to Musiklass and/or any other computer system connected thereto.
1. The End User shall not do anything that could disable, overburden, or impair the proper working or appearance of Musiklass, and/or any part thereof and/or services connected thereto, such as a denial of service attack or interference with page rendering or other aspects of operational functionality.
1. The End User shall not facilitate and/or encourage any violations of this Terms of Use or any of the policies of the Company.
1. The End User shall not create more than one account on Musiklass, unless for the purposes of extending their learning experiences to other genres, courses or tracks, as is possible to do within the parameters of the Company’s platforms and services.
1. The End User shall not create another account on Musiklass after the Company disables his/her account, without the permission of the Company.
1. The End User shall not copy, reproduce, alter, modify, and/or publicly display any information displayed on Musiklass, or create derivative works from Musiklass, to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of the Company or any other third party.
The Company reserves the right to share the Collected Information which cannot be used for personally identification of any End User to any third party
1. The End User shall not take any action which is intended, or would reasonably be expected, to harm the Company or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the Company.
1. The End User specifically covenants that he shall not use Musiklass and/or any part thereof for any form of commercial use other than the Purpose whatsoever without the prior written permission of the Company.
1. The End User understands, agrees, affirms and acknowledges that Company is not aware of any hidden costs in relation to any learning opportunity or course.
1. The Teacher reserves the right to guide the Student in any learning opportunity or course, and also reserves the right to restrict access to a certain course, track or learning opportunity, without cause. For clarificatory purposes, it is hereby stated that the Company has not make any implied and/ or express guarantee, representations, warranties, declarations and/or covenants in relation to the admissibility of any participant to any learning opportunity, course or Track. The Company reserves the right to assign Tracks, learning opportunities and courses to a Student on a discretionary basis.
1. The Student agrees, affirms, understands and acknowledges that participation in Musiklass learning courses is at the Actor’s own risk and the Company cannot ensure in any manner that the Teacher will provide a safe and secure environment for the Students being part of such a course, lesson or session.
1. The Student agrees, affirms, understands and acknowledges that there has no explicit inducement in any manner for him to be a part of any course or class by the Company, either through Musiklass or otherwise.
1. The Student agrees, acknowledges, affirms and understands that he provides any and all access to his account to his guardian at his own risk and the Musiklass specifically disclaims all liability, representations, warranties and covenants in relation to the same.
1. The Student agrees, acknowledges, affirms and understands that he shall be bound by all activities that are carried out by his guardian or representative on Musiklass. Without limitation to the foregoing, the Student extends a specific power of attorney to his guardian to act on his behalf in relation on all the Student’s activities on Musiklass without any restriction thereto.
1. The Student’s guardian agrees, acknowledges, affirms and understands that that all duties and liabilities that are applicable to Students under this Terms of Use and the corresponding privacy policy shall be applicable to the guardian in a mutatis mutandis fashion and Musiklass reserves the right to take any action against the guardian in relation to any such breaches or laches independent of any action taken against the Student such guardian represents
1. The End User understands, acknowledges, agrees and affirms that the Company does not incur and disclaims any and all liability in relation to the deficiency of service rendered by any third party service provider on or off Musiklass.
1. The End User understands acknowledges, agrees and affirms that all categorizations of students on Musiklass has been done in accordance with the information, filters and requirement provided by the End User and the Company does not have any control over the same
1. The End User understands, affirms, acknowledges and appreciates that the technical processing and transmission of Musiklass, including the content provided by the End User, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices, and that the Company shall have no liability in relation to the same
1. The End User expressly understands and agrees that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use Musiklass; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from Musiklass; (iii) unauthorized access to or alteration of the End User’s transmissions or data; (iv) statements or conduct of any third party on Musiklass; (v) or any other matter relating to Musiklass.
1. In accordance with applicable law, after the Company have implemented reasonable practices and processes in accordance with the Information Technology Act, 2000 and the rules and regulations mentioned thereunder), the End User understands, affirms, acknowledges and appreciates that he is responsible for maintaining the security, integrity, health and backups of his database on Musiklass.
1. Notwithstanding anything contained herein, the End User understands, affirms, acknowledges and appreciates that the Company is not affiliated to any learning institution and/or certification body or university in any manner and has not made, whether express or implied, any representations and/or warranties to that effect, in any manner whatsoever.
1. Notwithstanding anything contained herein, the End User is prohibited from making any copies, archival or otherwise, of Musiklass, in any manner whatsoever.
1. The End User acknowledges, affirms, agrees and understands that Musiklass uses various software codes which have their own licensing agreements associated with them (“Open Source Software Licenses”). The End User specifically represents that it is bound by the specifications, restrictions and liabilities stated, either explicitly or implicitly mentioned in the Open Source Software Licenses.
1. The Company periodically provides updates, in relation to Musiklass. The End User shall obtain updates only from the Company, and the Company may need to update the End User’s computer systems to provide it with those updates. By accepting this agreement, the End User specifically agrees to receive these types of automatic updates without any additional notice. All the terms of these Terms of Use shall be applicable mutatis mutandis to such updating patches provided by the Company.
1. The End User specifically represents and warrants that the online environment used, either on premise or on cloud systems, by it to operate Musiklass (including but not limited to the operating system, the plugins and/or such other ancillary softwares) do not violate any applicable law and/or any other third party license agreements.
1. The End User acknowledges, affirms, agrees and understands that the Company is induced to enter into these Term of Use on the basis of the covenants, representations and/or warranties expressly and/or implicitly made herein by the End User.
1. The End User agrees, affirms, acknowledges and understands that when it is directed to the Company’ third-party payment processor, the End User may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. The End User is strongly advised to review such terms and conditions and privacy policy before using Musiklass.
1. The End User specifically covenants that it shall not modify, adapt or hack Musiklass or modify another website so as to falsely imply that it is associated with the Company and/or any of the services associated with the Company.
1. The End User covenants that it shall not reproduce, duplicate, copy, sell, resell or exploit any portion of Musiklass, use of Musiklass, or access to Musiklass without the express written permission by the Company
1. At the expiry of the term of this engagement (if not specifically extended at the sole discretion of the Company), the End User shall delete all the copies of the Musiklass proprietary materials, code and softwares installed in any and all the End User’s systems with immediate effect.
1. Notwithstanding contained herein, the End User is specifically forbidden from offering Musiklass for resale in any manner whatsoever.
1. The End User shall not rent, lease, license, sublicense or distribute Musiklass or any portions of it on a standalone basis or as part of any End User’s application.
1. The End User shall not remove any copyright, trademark or other proprietary notices from Musiklass or its copies.
1. The End User shall not reverse engineer, decompile or disassemble Musiklass.
1. The Student and their representatives understand, agree, appreciate and affirm that Musiklass has no control over the activities of any other Teacher, Vendor or Partner and disclaims any implicit representations, warranties, covenants and declarations in this regard.
1.RIGHTS OF THE COMPANY
1. Subject to the terms mentioned herein, the Company hereby grants to the End User, for the term of this Terms of Use, a nonexclusive, non-assignable, right and license to use Musiklass in connection with the Purpose.
1. The Company does not guarantee that Musiklass and/or any connected computer system/network/service connected thereto, will function on any particular hardware or devices. In addition, all the services envisaged under this Terms of Use rendered by the Company may be subject to malfunctions and delays inherent to the use of the internet and electronic communications.
1. Notwithstanding anything contained herein, the Company does not give any direct and/or indirect guarantee/warranty on the authenticity and/or accuracy of the information provided on Musiklass and/or any connected computer system/network/service connected thereto.
1. All the services envisaged under this Terms of Use are provided by the Company are provided “as is” and “as available” basis.
1. Notwithstanding anything contained herein, the Company disclaims all implied covenants, representations and warranties in relation to Musiklass and its corresponding services as envisaged herein.
1. Notwithstanding anything contained herein, it is expressly stated that the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of Musiklass, or that Musiklass shall be uninterrupted or error-free.
1. If the Company decides to change this Terms of Use, the Company may notify such changes to the End User through Musiklass. However, the Company may only notify the End User about those alterations that shall have a direct impact to his/her functionality, interaction and usage of Musiklass.
1. Notwithstanding anything contained herein, the Company does not endorse and/or otherwise promote, in any manner whatsoever, any third party service provider/ seller of goods and/or services.
1. The Company reserves to restrict and/or amend functionality provided to any End User on Musiklass, without cause and/or notice, for any reason whatsoever.
1. The Company reserves the right, but does not have an obligation to, remove any content and accounts containing content that the Company determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.
1. Notwithstanding contained herein, the Company retains all rights in relation to Musiklass not specifically granted to any End User.
1. The Company reserves the right in its sole discretion to apply any hard limits on any specific attribute or resource on Musiklass at any given time without notice in order to prevent degradation of the services provided under these Terms of Use, or in case of any breach or violation or threatened breach or violation of these Terms of Use, or in case the Company learns of a possibility of breach or violation of these Terms of Use which the Company in its sole discretion determines to be appropriate, or to protect the integrity and stability of Musiklass and the services associated thereto, or to avoid any liability, civil or criminal, on the part of the Company, or for any other appropriate reason. For clarificatory purposes, it is hereby stated that the End User understands, affirms, acknowledges and appreciates agrees that the Company, are not liable for loss or damages that may result from any of the above.
1. The Company reserves the right to discontinue any and all modules provided to the End User under this Terms of Use. The End User affirms, acknowledges, understands, and agrees that nothing in this Terms of Use expresses and/or implies in any manner whatsoever, any guarantee and/or warranty in relation to any of the modules made available herein.
1. Any coupons and promotions provided by the Company in relation to Musiklass are only for limited period of time. Notwithstanding anything contained herein, none of the promotional offers in relation to Musiklass are binding on the Company at any point of time and can be withdrawn with or without providing sufficient cause.
1. The Company reserves the right to amend, change, upgrade and/or downgrade any and all of the aspects of Musiklass and/or the associated services at any point of time for any reason whatsoever.
1. Notwithstanding anything contained herein, the Company shall not be responsible for support, customization or development carried out by third party suppliers engaged by the End User.
1. In the event of a claim by the End User under any implied warranty provided under these Terms, the Company shall have the option to either repair or replace Musiklass. In the event that the Company fails to repair or replace Musiklass within a reasonable period, the End User’s sole recourse shall be to terminate the Agreement. In no event shall the Company be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of these Terms of Use.
1. EFFECTIVE DATE
The Effective Date of this Terms of Use shall be the date of signup by the End User on Musiklass.
1. INDEMNIFICATION
1. The End User shall defend, protect, indemnify and hold harmless the Company and its directors, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:
1. any misrepresentation by the End User to the Indemnified Parties,
2. any misrepresentation of the End User to any Third Party, with respect to the Indemnified Parties,
3. any direct, incidental and consequential losses suffered by the Company due to any of the actions carried out by the End User on Musiklass or otherwise.
2. The right of indemnification under this Clause 5 is not prejudicial to any other rights of the Indemnified Parties under this Agreement, Applicable Law, and/or equity.
1. LIMITATION OF LIABILITY
The aggregate liability of the Company under this Terms of Use with respect to any transaction shall be limited to consideration payable by the End User in relation to such services rendered, which shall be interest free, and does not include any incidental, consequential damages and/or any other indirect monetary consequence.
1.GOVERNING LAW AND ARBITRATION
1. This Terms of Use and its performance shall be governed by and construed in all respects in accordance with the Laws of India.
1. Subject to Clause 7.4 below, this Terms of Use shall be subject to the jurisdiction of the exclusive jurisdiction of courts in Mumbai, India.
1. The Parties specifically exclude the applicability of Convention of International Sale of Goods, 1980.
1. Any action, dispute or difference arising under or relating to this Terms of Use (“Dispute”) shall at the first instance be resolved through good faith negotiations between the Parties hereto, which negotiations shall begin promptly, within 15 (fifteen) days after a Party has delivered to the other Party a written request for such consultation. If the Parties are unable to resolve the Dispute in question within 15 (fifteen) days of the commencement of negotiations, the Dispute shall be referred to and finally and conclusively settled by arbitration in accordance with the the Indian Arbitration and Conciliation Act, 1996
1.The seat of arbitration shall be Mumbai, India.
1. All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.
1. The arbitration shall be conducted by a panel of three arbitrators. While each Party shall get to pick an arbitrator, the two arbitrators shall pick the third arbitrator.
1. The arbitral tribunal will have the power to grant any remedy or relief that they deem just and equitable, including but not limited to injunctive relief, whether interim and/or final.
1. The arbitration award shall be final and binding on the Parties, and may be enforced by any court of competent jurisdiction.
1. The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).
1. When any dispute is under arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Terms of Use
1. TERMINATION
The Company shall have a right but not an obligation to terminate its engagement with the End User on the occurrence of an Event of Default without notice.
1. ASSIGNABILITY
1. Except as provided in this Terms of Use, End User shall not be entitled to assign their rights and obligations under the Terms of Use to a Third Party without the prior written consent of the Company
1. The Company reserves the right to assign any all rights, duties, obligations and liabilities, in accordance with Applicable Law, under these Terms of Use to any third party deems fit.
1. The Parties shall execute such documents as may be necessary or desirable to give effect to such assignment.
1. CONFIDENTIALITY
1. It is hereby clarified that nothing contained herein shall affect the ability of the Company to make disclosure to any governmental authority or any other Person under the provisions of any Applicable Law, and/or the ability of the Company to make disclosures to its lenders, third party contractors and/other associated entities.
1. The End User shall not make available any and all information that has been provided by the Company through Musiklass or otherwise, to any third party other than specifically in due course of fulfilment of the Purpose and in accordance of these Terms.
1. SEVERABILITY
Any provision in this Terms of Use, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Terms of Use or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the foregoing, the Parties will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces
1. INDEPENDENT CONTRACTORS
The Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Terms of Use will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.
1. SUPPORT
In case the End User faces any issues in relation to all or any part of Musiklass, he can reach out to hi@Musiklass.com.
1. WAIVER
1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by Applicable Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
1. Unless specifically provided otherwise, rights arising under this agreement are cumulative (not in alternate) and do not exclude any and all rights provided by Applicable Law.
1. ENTIRE AGREEMENT
This Terms of Use and Annexures attached thereto, along with the Privacy Policy, comprises the entire agreement of the Parties hereto with respect to the transactions envisaged under this Terms of Use and Annexures attached thereto and the inter-se rights and obligations of the Parties. For clarification of doubt, it is expressly stated that the Recitals form an inherent part of this Terms of Use.