GROVATOR’S TERMS OF USE

PLEASE READ THIS GROVATOR’S TERMS OF USE CAREFULLY.

This Terms of Use (“Agreement”) is between you (being a visitor, user, teacher, school’s representative, student or parent using our products and/or services) and Grok Learning Private Limited ("Grok Learning”, “we”, “our” or “us”) and governs your access to and use of our website, applications, products and services. Certain features of our website, products and services may be subject to additional guidelines, terms, or rules (“Usage Rules”), which will be posted on our website, applications, products and services and are incorporated by reference into this Agreement. 

This Agreement affects your legal rights and obligations and by registering for the services on website or on any of our applications, products or by using/accessing the products, services, website, applications you confirm that you are competent to contract under the applicable laws and represent, warrant, and agree that you have read, understood, and agree to be bound to the terms of this Agreement and to the Usage Rules. 

IF YOU ARE 18 YEARS OLD OR OLDER (OR THE MINIMUM LEGAL AGE IN YOUR COUNTRY TO BE CONSIDERED AS MAJOR), YOU MAY USE OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES ONLY IF YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE BELOW 18 YEARS OLD (OR OF ANY OTHER AGE WHICH IS CONSIDERED AS A MINOR AGE IN YOUR COUNTRY), YOU MAY NOT USE OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES UNLESS YOUR PARENT OR GUARDIAN HAS AGREED TO THE TERMS OF THIS AGREEMENT. 

IF YOU REPRESENT A SCHOOL AND WANT TO USE OUR PRODUCTS AND SERVICES PROVIDED ON OUR WEBSITE OR APPLICATION IN A CLASSROOM CONTEXT, PLEASE CONTACT US AT [●insert contact email ID]. YOUR SCHOOL WILL NEED TO ENTER INTO A MASTER AGREEMENT WITH US. IF YOU ARE A TEACHER (“TEACHER”) AND WANT TO USE OUR PRODUCTS AND SERVICES IN A CLASSROOM CONTEXT AND YOUR SCHOOL HAS NOT ENTERED INTO A MASTER AGREEMENT, THEN BY CREATING AN ACCOUNT FOR YOUR STUDENT, YOU ARE AGREEING (AND REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE) TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR SCHOOL. IF YOU ARE A STUDENT (“SCHOOL STUDENT”) AND HAVE BEEN PROVIDED A USER ACCOUNT FROM YOUR SCHOOL OR TEACHER, THEN WE ARE PROVIDING YOU OUR PRODUCTS AND SERVICES ON BEHALF OF YOUR SCHOOL AS YOUR SCHOOL’S SERVICE PROVIDER AND THE TERMS OF THIS AGREEMENT (AS WELL AS THE MASTER AGREEMENT IF APPLICABLE) APPLY TO YOUR USE OF OUR PRODUCTS AND SERVICES.

BY CLICKING “I ACCEPT” OR “I AGREE” ON THE SIGNUP PAGE, OR BY ACCESSING AND USING OUR WEBSITE, APPLICATIONS, SERVICES AND/OR PRODUCTS IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IN FULL, THEN YOU SHOULD NOT USE OR OTHERWISE ACCESS OUR PRODUCTS, SERVICES, APPLICATIONS, OR WEBSITES AND YOU MUST EXIT NOW.

1. USER ACCOUNTS

1.1 When you register for our products and services, you must create a user account (“User Account”). You will promptly update all User Account information to keep it true, accurate, and complete. You will be responsible for all activities that occur under your User Account. You agree to keep your password and other User Account details confidential. You agree to notify us immediately of any unauthorized use of your User Account or if you believe that your password is no longer confidential. We reserve the right to require you to alter your user name and/or password if we believe that your User Account is no longer secure. You will not: (a) provide any false personal information as part of your User Account information or in connection with our products and services; (b) create an User Account for anyone other than yourself except as provided otherwise in this Agreement (or your child or your School Student as applicable); (c) create or use more than one User Account at any given time; (d) transfer your User Account to anyone else; (e) permit others to use your User Account (other than your child or your School Student as applicable); or (f) use or access any other person’s User Account.

2. USER CONTENT AND PUBLIC CONTENT

2.1 License: You hereby grant to Grok Learning an irrevocable, non-exclusive, royalty-free and fully paid, worldwide, transferable license, with the right to sublicense through multiple tiers, to reproduce, distribute, modify, publicly display, publicly perform, prepare derivative works of, transmit, and otherwise use (a) your Public Content in any manner and for any purpose and (b) your User Content for the purpose of providing you our products and services. “User Content” means any and all messages, comments, creatives, codes, annotations, notes, and other content and information that a user submits to, posts on, or makes available while using our products and services, excluding Public Content. “Public Content” means any and all messages, comments, annotations, notes, and other content and information that a user submits to, posts on, or makes available to public areas while using our products and services (e.g., forums, blogs, or other community features). You represent and warrant that: (a) you have the right to grant the foregoing license and to post, submit, and make available your User Content and Public Content; and (b) your User Content and Public Content will not infringe, misappropriate, or violate any third-party rights (including any intellectual property rights). You are solely responsible for the User Content and Public Content.

2.2 User Guidelines: 

You represent, warrant, and agree that:

• you will comply with all applicable laws, including privacy laws and intellectual property laws;
• you will not post inappropriate, inaccurate, or objectionable content, including child porn;
• you will not bully, harass or advocate harassment of another user or person;
• you will not solicit passwords or personal data of any kind for commercial or unlawful purposes from other users, or engage in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes;
• you will not post content that contains “junk mail” or “chain letters”;
• you will not post content that is obscene or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
• you will not use the website, applications, products and services in any manner to upload any virus, time bomb, worm, corrupted file, or other software routine capable of disrupting, disabling, or harming the operation of, or providing unauthorized access, to our website, applications, products and services;
• you will not use our website, applications, products and/or services in any manner that damages, disables, overburdens, or impairs our servers, systems, website, or applications or interferes with any other party's use and enjoyment of our products and/or services;
• you will not attempt to gain unauthorized access to our products and/or services or our servers, systems, website, or applications;
• you will not use or launch any automated system, including without limitation, “robots”, “spiders”, or “offline readers” that accesses our products and/or services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web/mobile browser/application;
• you will not use any of our trademarks, tradenames, and logos displayed on our website, applications, products and services (hereinafter collectively referred to as “Marks”), except as expressly provided in this Agreement or by Grok Learning in writing;
• you will not use our website, applications, products and services to do or promote anything that is unlawful, illegal, misleading, defamatory, or libelous;
• you will not use our website, applications, products and services, the information or content contained therein or any of Grok Learning’s names or Marks in unsolicited mailings or spam material and will not spam or send unsolicited mailings to any person or entity using our website, applications, products and services;
• you will not use, transfer, distribute or dispose of any information or content contained in our website, application, products and services that could compete with, or detrimental to, the business of Grok Learning;
• you will not promote, or upload or post anything that contains, an illegal and/or unauthorized copy of another person’s copyrighted work (whether marked as such or not); 
• your use of our website, applications, products and services, and your User Content and Public Content will not otherwise create liability on Grok Learning; and
• you will not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, display, publish, perform, modify, upload to, create derivative works from, transmit or in any way exploit any part of our applications, website, products and services, except you may download the material from the applications, websites or platforms and/or print a reasonable  number of copies for your personal use or to use within your organization/entity for limited purpose that is granted to you by Grok Learning in writing, provided that all copies retain all copyright and other proprietary rights and notices. Without limiting the generality of the foregoing, the material or content included in our website, applications, products and services may not be circulated, redistributed, or published by you without the prior written consent of Grok Learning.

2.3 Limitations: We reserve the right to prohibit the use of any of our website, applications, products and/or services in connection with any specially designated nationals (SDNs) as listed by the governmental authorities or any country designated by authorities such as Office of Foreign Assets Control (OFAC) or such other authority as having limited or comprehensive trade sanctions imposed for reasons of anti-terrorism, non-proliferation, narcotics trafficking, or other reasons by the governmental authorities of countries in which we have operations or presence.

2.4 Enforcement: If you violate the guidelines listed above or any other guidelines posted on Grok Learning’s products, services, applications or websites or the terms of this Agreement, or if Grok Learning believes that any of your conduct or content is offensive or illegal, violates the rights of, harms, or threatens the safety of third parties, or may create liability on Grok Learning  or third parties or breached the terms of this Agreement, then Grok Learning reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing such content from Grok Learning’s products, services, applications or websites, notifying the appropriate authorities regarding the source of such content, barring violators from accessing Grok Learning’s products, services, applications or websites, and terminating the User Accounts of such violators.

3. GROK LEARNING TERMS OF SALE

3.1 Grok Learning makes available various online courses and other electronic content provided/supported by Grok Learning  (“Digital Content” or "Digital Courses”) for purchase/use by you through the Grok Learning’s www.grovator.com or any other application (“Website”). The prices are displayed with the applicable Digital Course or will be intimated to you separately. The prices and availability of all Digital Courses are subject to change at any time. Grok Learning reserves the right to discontinue or suspend the provision of any Digital Course at any time. You must provide valid credit card billing information or other payment information to purchase a license to a Digital Course. Our prices are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies and duties irrespective of whether they are international, national, state or local, which are levied or imposed or may be levied or imposed, with respect to this Agreement including for purchase of the Digital Course. In the event of a conflict between the prices displayed for any Digital Course, the price shown at the time you check out your order will be the price charged to you. Grok Learning is not responsible for pricing errors. The prices shall be paid in the currency referenced on Grok Learning’s website, store, application etc. The exchange rate will be determined by Grok Learning  through a reasonable source. 

3.2 Once the Digital Course is purchased by you and the license to use it is granted by Grok Learning then in no case any replacement or refund will be provided by Grok Learning. Upon your usage or access of a Digital Course, you are responsible for any loss, damage, or deletion of that Digital Course and Grok Learning will have no liability to you for any loss, damage, or deletion of that Digital Course. 

3.3 You grant Grok Learning  the right to disable access to any Digital Content or remotely remove that Digital Content from your User Account and you expressly consent to such disablement or removal on your breach of  terms and conditions of this Agreement, or  Grok Learning determines that such Digital Content may create liability for, or harm to, you, Grok  Learning , or any third party. 

3.4 Subject to the terms and conditions of this Agreement and the payment of all applicable fees for the Digital Content, Grok Learning grants you a non-exclusive, non-transferable, revocable license to download and use each Digital Content in accordance with the Usage Rules posted on the Website solely for your personal, non-commercial or educational purposes during the period designated for such Digital Content on Grok Learning’s Website. Additional terms relating to the Digital Content may be posted on Grok Learning’s Website. Usage Rules may include limitations on the rental period, your ability to cut, copy and paste, or print portions of Digital Content, the number of applications from which you can access the Digital Content, geographic territories, and reading aloud functionality.

3.5 You will not: (a) transmit, modify, publish, sell, rent, lease, loan, distribute, license, or otherwise transfer any Digital Content or any portion thereof or rights therein; (b) display, perform, or reproduce any Digital Content except as permitted herein; (c) remove or modify any proprietary notices or labels on any Digital Content; or (d) bypass, modify, defeat, circumvent, or tamper with security or digital rights management features that protect or limit access to or use of any Digital Content.

3.6 School Students: IF YOU ARE A SCHOOL STUDENT, THIS SECTION 3 DOES NOT APPLY TO YOU. ANY RIGHTS YOU MAY HAVE TO USE DIGITAL CONTENT IS THROUGH YOUR SCHOOL. PLEASE CONTACT YOUR SCHOOL OR TEACHER TO UNDERSTAND YOUR RIGHTS TO USE THE DIGITAL CONTENT PROVIDED BY GROK LEARNING TO YOU ON BEHALF OF YOUR SCHOOL. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 3 DOES APPLY TO TEACHERS PURCHASING DIGITAL CONTENT FOR USE BY SCHOOL STUDENTS.

4. LICENSE AND PROPRIETARY RIGHTS

4.1 Use of our products and services: Subject to the terms and conditions of this Agreement, we grant you, during the term of this Agreement, permission to access and use our website, applications, products and services (excluding the Digital Content) solely for your personal, non-commercial or educational purposes.

4.2 Use of the Digital Content: See Section 3 above.

4.3 Restrictions: You will not: (a) permit any third party to access or use our website, application, products and services using your User Account (other than your child or your School Student as applicable); (b) rent, lease, time-share, loan, sell, license, or transfer our products and services to any third party or exploit our products and services for commercial purposes, save and except as per the terms of this Agreement; (c) interfere with, disrupt, alter, translate, or modify our website, application, products and services or any part thereof or any information or content contained therein, or create an undue burden on our website, application, products, services and/or the networks; (d) reverse engineer, decompile, disassemble, or reverse compile our website, application, products and services; (e) nothing appearing on our website, application, products and services or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks; or (e) introduce software or automated agents or scripts to our products and services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from our products and services.

4.4 Availability and Modification of our products and services:  Grok Learning reserves the right, from time to time, to suspend, modify, or discontinue any products and services, in whole or in part, with or without notice. You agree that Grok Learning will not be liable to you or to any third party for any modification, discontinuance, or suspension of such products and services, in whole or in part.

4.5 Ownership: This is an agreement for access to and use of our applications, website, products and services, and save and except as provided herein, you are not granted any right, title, interest or license to any of our software, application, confidential information or intellectual property rights under this Agreement. We our licensors and our Suppliers (as defined below) own our website, applications, products and services (excluding your User Content and Public Content), and all intellectual property rights therein. Our applications, websites, products and services are based upon our proprietary technology, intellectual property and confidential information and are protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. 

4.6 Despite any use of the terms “purchase,” “buy,” “sell,” “sale,” or similar terms, all Digital Content and the applicable copies thereof are licensed to you under this Agreement, not sold.

4.7 Feedback: By providing comments, suggestions, and other feedback relating to our website, applications, products, services, and our business, (collectively, “Feedback”) to us, you grant to us an irrevocable, non-exclusive, royalty-free and fully paid, worldwide, transferable license, with the right to sublicense the right to use and exploit such Feedback, in any format or medium now known or developed in the future, for any purpose and in any manner. We will have no obligation to compensate you in connection with any Feedback. 

4.8 School Responsibilities: IF YOU ARE A TEACHER, YOU ARE AGREEING (AND REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE) TO THIS AGREEMENT ON BEHALF OF YOUR SCHOOL. YOU WILL ENSURE THAT YOUR SCHOOL COMPLIES WITH OR YOU WILL COMPLY WITH ON BEHALF OF YOUR SCHOOL THE FOLLOWING AND ANY BREACH BY YOUR SCHOOL OR YOU OF THE FOLLOWING WILL BE DEEMED A BREACH BY YOU HEREUNDER. Your school hereby authorizes us to process information from or about School Students, including its student’s educational records (“School Student Information”) in accordance with our Privacy Policy  (including the social networking aspects of our products and services). Your school contracts with us to offer our applications, products and services to your school solely for the benefit of your school’s students and for your school system. Your school is solely responsible for compliance with all applicable laws and for obtaining any and all consents from a student or a student’s parent or guardian as required under applicable laws for us to process the School Student Information as described above.

5. OTHER USERS AND THIRD PARTY ITEMS

5.1 Interaction with Other Users: If available, you are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor or take any action regarding disputes between you and other users.

5.2 Third Party Websites: Our website, applications, products and services may contain links to internet sites and services maintained by third parties. We do not review, approve, control, operate or endorse in any respect information, products, or services on such third-party sites and are not responsible for their content. Many third-party sites and services have their own ‘terms of use’ that differ from ours. This Agreement only applies to our website, applications, products and services and do not apply to any other site or information, products, or services on such sites. 

5.3 Third Party Applications: We may allow third parties to develop applications for use on our applications and to provide services for use with such applications (“Third Party Apps”). You agree that no Third Party App is subject to the terms and conditions of this Agreement. Instead, each Third Party App is licensed under the terms of the ‘end user license’ that accompanies it. We are not a party to that end user license, and the Third Party App developer is exclusively responsible for that Third Party App and any associated warranties.

5.4 Release: You hereby release us from any and all claims or liability related to: (a) any content posted on our website, applications, products and services; or (b) the conduct, whether online or offline, of any other user, (c) third party websites, and/or (d) Third Party Apps and/or services. 

6. TERMINATION

If you fail to comply with any of the provisions of this Agreement, we, at our sole discretion and without notice to you, may terminate this Agreement. You may terminate this Agreement by discontinuing use of our website, application, products and services and by destroying all the materials obtained from our website, application, products and services except Upon such termination by either party, your right to access and use our website, application, products and services will terminate immediately. You will remain liable for all amounts due under your User Account up to and including the date of termination. You agree that we will have no liability to you for any costs, expenses, losses, damages, or liabilities relating to such termination and that we may delete your User Content and Public Content from our servers and databases upon such termination. Notwithstanding any termination, the following provisions of this Agreement will remain in effect: Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.

7. WARRANTY DISCLAIMER

7.1 YOU AGREE THAT YOUR USE OF OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE INFORMATION OR CONTENT CONTAINED ON OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES AND ANYTHING CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS OR ADVERTISEMENTS AND ALL OTHER INFORMATION AND CONTENT IN RESPECT OF OUR PRODUCTS AND SERVICES AND OTHERWISE IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON “AS-IS” AND “AS AVAILABLE” BASIS AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS AND NON-INFRINGEMENT. USE OF OUR PRODUCTS AND SERVICES AND ALL OTHER INFORMATION OR CONTENT IN RESPECT OF OUR PRODUCTS AND SERVICES OR OTHERWISE PROVIDED BY US (OR OUR SUPPLIERS/SERVICE PROVIDERS) IN CONNECTION WITH THIS AGREEMENT IS AT YOUR OWN RISK. WE (AND OUR SUPPLIERS/SERVICE PROVIDERS) MAKE NO WARRANTY THAT OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES OR ANY OTHER INFORMATION OR CONTENT IN RESPECT OF OUR PRODUCTS AND SERVICES OR PROVIDED BY US (OR OUR SUPPLIERS/SERVICE PROVIDERS) IN CONNECTION WITH THIS AGREEMENT WILL: (A) BE COMPLETE, CURRENT, UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, RELIABLE, OR ERROR-FREE; OR (B) PROVIDE ANY SPECIFIC RESULTS OR MEET YOUR REQUIREMENTS. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY FAILURE TO BACK UP ANY PORTION OF DIGITAL CONTENT DOWNLOADED BY YOU OR YOUR USER CONTENT OR PUBLIC CONTENT. WE DO NOT ASSUME ANY OBLIGATION TO MONITOR ACTIVITIES CONDUCTED USING OUR PRODUCTS AND SERVICES. YOU AGREE THAT GROK LEARNING, ITS SUPPLIERS AND ITS THIRD-PARTY AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY INJURY OR DAMAGES, WHETHER CAUSED BY THE NEGLIGENCE OF GROK LEARNING, ITS EMPLOYEES, SUBCONTRACTORS, AGENTS, SUPPLIERS OR OTHERWISE ARISING IN CONNECTION WITH OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES; OR (II) ANY FAULT, INACCURACY, OMISSION, DELAY OR ANY OTHER FAILURE IN OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES CAUSED BY YOUR COMPUTER EQUIPMENT OR ARISING FROM YOUR USE OF WEBSITE, APPLICATION, PRODUCTS AND SERVICES ON SUCH EQUIPMENT. 

8. LIMITATION OF LIABILITY 

8.1 NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, (A) GROK LEARNING, ITS SUPPLIERS OR ITS THIRD PARTY AGENTS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE OR GOODWILL OR LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES OR ANY OTHER INFORMATION OR CONTENT IN RESPECT OF OUR PRODUCTS AND SERVICES OR ARISING FROM USE OF OR INABILITY TO USE OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES OR ANY LINKS OR ITEMS ON OUR WEBSITE, APPLICATIONS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES AND ANY OTHER INFORMATION AND CONTENT IN RESPECT OF OUR WEBSITE, APPLICATIONS, PRODUCTS AND SERVICES AND OTHERWISE IN CONNECTION WITH THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU FOR HEREUNDER OR INR 1,000. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL OUR SUPPLIERS HAVE ANY LIABILITY UNDER OR RESULTING FROM THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT WITHOUT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY PROVISIONS, WE WOULD NOT HAVE PROVIDED THE PRODUCTS AND/OR SERVICES TO YOU AS SPECIFIED IN THIS AGREEMENT. IF YOU LIVE IN A COUNTRY OR STATE THAT DOES NOT ALLOW ANY OF THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY OR ANY OF THE DISCLAIMERS OF WARRANTIES IN THE ABOVE SECTION, SUCH EXCLUSIONS OR LIMITATIONS WILL NOT APPLY TO YOU BUT ONLY TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT ALLOWED. IN SUCH CASE, SUCH EXCLUSIONS OR LIMITATIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, UNAUTHORIZED ACCESS, OR ANY FORCE MAJEURE.

9. INDEMNIFICATION 

9.1 Without prejudice to any other right available to us under applicable law or equity, you shall indemnify  ,defend and hold us, our subsidiaries, affiliates, directors, officers, representatives, agents, suppliers, and employees harmless from and against any and all losses, damages, deficiencies, liabilities, claims (including third party claims), demands, actions, judgements or causes of action, assessments, interest, fines, penalties, diminution in value, costs, or expenses (including, without limitation amounts paid in settlement, court costs and all reasonable attorneys’ fees and out of pocket expenses), relating to : (a) your User Content or Public Content; (b) use of our website, applications, products and services or any links on our website by you; (c) breach of this Agreement by you or anyone using your computer; (d) breach or inaccuracy of any representation or warranty made under this Agreement; (e) any claims brought against Grok Learning arising in whole or in part out of claims brought against you; (f) a claim that any use of our website, applications, products and services by you; or (e) your violation of any applicable law or any right of any third party.

10. ELECTRONIC COMMUNICATIONS

10.1 The communications between you and us use electronic means, whether you use our website, applications, products and services or send us emails, or whether we post notices on our websites/applications or communicate with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement as if it were in hardcopy writing. 

11. DISPUTE RESOLUTION

11.1 This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute or issue relating to this Agreement or any transaction made pursuant thereto shall be referred to arbitration by a sole arbitrator appointed by Grok Learning. Such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996, as amended from time to time. Subject to the arbitration provisions above, disputes shall be submitted to the exclusive jurisdiction of the courts of Mumbai, India.

12. CONFIDENTIAL INFORMATION

12.1 You recognize that you may be given and have access to our confidential information. You undertake not to use any such confidential information, for your own purposes except as permitted hereunder, without our prior written consent. You further undertake that you shall at all times during and after termination of this Agreement keep our confidential information confidential and not disclose to any third party. The contents of this Agreement shall also be kept confidential. Upon our request, you undertake to immediately return to us or (at our instructions) destroy or have destroyed our confidential information disclosed to you under this Agreement in any form whether physical or in machine readable. The provisions of this Section shall survive the termination of this Agreement.

13. GENERAL

13.1 The parties are independent parties. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by us will be effective only if in writing. Any waiver or failure by us to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that our website, applications, products and services contain valuable trade secrets and proprietary information of us, that any actual or threatened breach of this Agreement will constitute immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. The words “include” and “including” shall be deemed to be followed by the words “not limiting”.  Except as expressly provided for under a separate license, service or other written agreement between you and Grok Learning, this Agreement and the documents referred to herein or incorporated by reference constitute the final, complete, and exclusive agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral. You may not assign this Agreement without our prior written consent and any assignment in violation of the foregoing is null and void. We may freely assign this Agreement. We shall not be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage; government restrictions (including the denial or cancellation of any export or other license); or any other event outside our reasonable control (“Force Majeure”).

14. CHANGES 

14.1 We may amend this Agreement or the Usage Rules from time to time. Except as otherwise provided in this Agreement, if we make material changes to this Agreement or the Usage Rules, we will notify you by posting the change on our website/application or sending you an e-mail at your primary email address, as specified in your User Account. Except as otherwise provided in this Agreement, any changes to this Agreement or the Usage Rules will be effective immediately for new users of our products and services; otherwise, these changes will be effective upon the earlier of: (a) fifteen (15) calendar days following our dispatch of an e-mail notice to you; or (b) fifteen (15) calendar days following our posting of a notice on our website/application. You are responsible at all times for updating your User Account to provide to us your most current e-mail address. If the last e-mail address that you have provided to us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Your continued use of our website, application, products and services following notice of such changes shall indicate your acknowledgement of, and agreement to be bound by, such changes. 

15. TRADEMARK AND COPYRIGHT NOTICE

15.1 Grok Learning , Grok Learning’s logo, and other names, slogans, graphics, logos, and trade names used on our website, application, products and services are the trademarks of Grok Learning and may not be used without Grok Learning ’s permission. Third-party trademarks, service marks, and trade names that may appear on our website, application, products and services are the property of their respective owners. You grant us the right to add your name and/or company logo, as applicable (collectively, “Name”), to our customer/user list and website, and to use the Name in our marketing and promotional activities. You will not use our name and/or logo publicly without our prior written consent. You agree and consent that hot keys, hyperlinks, logos, marks, information may be created/inserted/put on the user pages by us and no compensation of whatsoever nature shall be payable by us to you.