TERMS.

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT ( HEREINAFTER “YOU” or “YOUR”) AND M/s Studeyo Technologies LLP ( HEREINAFTER “Studeyo”, “We”, “Us”, “Our” which term unless repugnant to the context or subject shall mean and include its successor-in-interest or permitted assigns), a limited liability partnership having its registered office at #25, 2nd Floor, 8th Main Road, Vasanthnagar, Bangalore – 560 052 GOVERNING YOUR USE OF THE CLOUD BASED and ASSOCIATED SOLUTIONS PROVIDED BY STUDEYO.

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Parts of this Agreement .

This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

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Acceptance of the Agreement .

These Terms of Service explain the terms by which You may use the Services offered by Studeyo.
You must be of legal age to enter into a binding agreement in order to accept the Agreement.

We therefore request You to read the Terms of Use carefully.

Acceptance of these Terms will be deemed the earlier of

• written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval by the Customer, or

• an Order Document from the Customer, or

• the commencement of the said Service by Studeyo

 

Notwithstanding the foregoing, modifications and revisions to the originally accepted Terms will not be binding unless approved in writing by both the Parties.

By accessing or using the Services, You signify that You have read, understood, and agree to be bound by these Terms and Conditions.

This Agreement applies to all visitors, customers, and others who access Studeyo and it’s Services (“Customers”)

Also note, Our Terms of Use, is subject to change at any time, without notice. To make sure You are aware of any changes, please review this policy periodically. Your continued usage of the Studeyo Website and Services after any change is posted constitutes Your acceptance of the amended Terms of Use.
 

If You do not agree, You may not use our Services from Studeyo.

Studeyo and Our Customer are hereinafter collectively referred to as “Parties” and individually as a “Party”.

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Definitions .

In this Agreement, the following expressions have the following meanings:

1. Affiliate means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

2. Agreement, Terms, or Terms of Use refers to the terms and conditions set forth herein.

3. Crawled Content refers to any publicly accessible data or material retrieved from external websites by automated tools such as Web Crawlers. This content may include text, metadata, images, links, and other structured or unstructured elements found on web pages. Crawled Content is typically collected for indexing, analysis, or aggregation purposes, such as powering search engines, monitoring changes, or generating insights.

4. Content means graphical, textual and/or auditory content (which may include text, data, information, links, photos, images, graphics, audio, video or other content).

5. Confidential Information any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that (i) the Disclosing Party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood by the Receiving Party to be confidential given the nature of the information and the circumstances surrounding its disclosure. In addition to the foregoing, Confidential Information includes, with respect to Customer, the Customer Data, End User Data, marketing and business plans and/or Customer financial information, and with respect to Studeyo is any oral, written, graphic or machine-readable information, technical data, proprietary information, trade secret or know-how, including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, prototypes, market information, software (including source and object code), hardware configuration, computer software (both object and source code), system architecture, system security and related documentation or specifications; techniques, concepts, methods, processes, algorithms and designs embodied in or relating to the Service, business plans, agreements with third parties, services, service offering terms and pricing, customers, marketing or finances, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto of Studeyo, and information learned by the Recipient (being Customer  and its Personnel or any Third Party who is permitted access by or through the Customer and its Personnel) through the inspection of Studeyo’s property, that relates to Studeyo’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

6. Cookie refers to technologies, including but not limited, cookies, scripts, pixel tags, etags, web beacons and similar technologies that are used to collect anonymized data about users of a website or app, or any similar such technology.

7. Customer/s, Client/s or You refers to any individual, organization, agency, company, or other entity that accesses or uses Studeyo and its Services, including where such access is on behalf of third-party clients. In such cases, the Customer remains solely responsible for ensuring compliance with all applicable laws, consents, and obligations related to those third-party clients.

8. Customer Content means any content submitted, provided, or otherwise made available by the Customer or its end clients via the Service, including but not limited to videos, images, music, text, comments, product information, account details, and other materials or information.

9. Customer Data refers to any data associated with the Customer or its end clients, including but not limited to third-party account credentials used for integration with the Studeyo Service, data accessed, generated, or transmitted during use of the Service, and any data imported into the Service by or on behalf of the Customer.

10. Dashboard is the graphical user interface provided by Studeyo to a Customer to monitor Deliverables and key performance indicators.

11. Data means all data collected or generated by Studeyo through its Services, including any reports or other data made available to its Customer in connection with the Agreement. 

12. Data Source means a source provided by Customer’s third party service provider from which Customer Data is imported to be used in the Service.

13. Deliverable/s means the services delivered by Studeyo (e.g., impressions, clicks, visits or other desired actions)

14. End User/s means individuals/ entities of Our Customers who are subscribers, Website visitors, current/potential customers and/or users of Our Customers products/services. 

15. Fees is the amount of money charged for the use of the Service

16. Force Majeure Event shall mean any event that is beyond the reasonable control of the Parties and shall include, without limitation, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action or any kind, riots, insurrection, war, acts of government, computer hacking, unauthorized access to either Party’s storage device, crashes, breach of security, mechanical/electronic or communications failure.

17. Information means all data about the Customer and End User provided to or gathered by Studeyo in any form including but not limited to all details, documents, essays, photographs, images, graphics, audio files, movies and videos, via on-line means at the Website or by any other means of communication, whether electronic, oral or written.

18. Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

19. Order Document means a mutually agreed order that incorporates these Terms and the specific Deliverables and Fees, under which Studeyo will make its Services available.

20. Personally Identifiable Information (PII)  includes–information that can personally identify an individual, including but not limited to, first and last name, home or other physical address, email address, phone number or other contact information, and credit card or information pertaining to other forms of payment.

21. Personally Non-Identifiable Information (Non-PII) includes aggregate information that does not personally identify an individual, including but not limited to, which pages of the Website were visited, the order in which they were visited, when they were visited, hyperlinks “clicked”, other page interaction information, the type of web browser and operating system used and Internet Protocol ("IP") address.

22. Representative means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

23. Service means that Studeyo provides both cloud based software, applications and services for businesses, including associated offline and mobile applications and associated services like creative solutions, translations etc. ("Service" or "Services"). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. These services are delivered via, including but not limited to, the Studeyo Website and/or Third Party/ Customer websites and other channels like telephone, email etc. This service includes the provision of: (i) the proprietary technology including but not limited to the Javascript, API, SDK and associated protocols to facilitate this service; (ii) access to the information, technological and commercial relationships between the Customer and Studeyo; (iii) and any tools to Customers provided/approved by Studeyo.

24. Studeyo Website/s, with all its grammatical variations refers to the website hosted on the Internet - World Wide Web with the address of www.studeyo.com, and further includes but not limited to, all its associated webpages on addng.plus, addng.ai, addng.one, addng.com and associated sub-domains, all sub-domain websites and webpages and all content, software, intellectual property, and equipment on, associated with, or used in connection with any of the foregoing, or such other address as may periodically be assigned to or adopted by Studeyo.

25. Third Party refers to any person or entity (other than the Customer, Studeyo, Affiliates and the Representatives of the foregoing), including but not limited to technology partners, consultants, contractors, developers and vendors. Studeyo may or may not have formed partnerships or alliances with some of these entities or persons from time to time in order to facilitate the provision of certain Services to the Customer. 

26. Tools are any non-core products made available by Studeyo to Customers including but not limited to, tools that provides the Customers with reporting on activity, budget, account and service management, and any such information.

27. Website/s with all its grammatical variations refers to the website hosted on the Internet - World Wide Web and further includes but not limited to, all its associated web properties, webpages and sub-domains, all sub-domain websites and webpages and applications or platforms, associated with Studeyo and the Customer.

28. Web Crawler (also known as “spiders” or “bots”) are automated software programs that systematically browse the internet to access, retrieve, and analyze publicly available content from external websites. These programs follow hyperlinks from one page to another, collecting data such as page titles, metadata, and structured content for indexing, monitoring, or analytical purposes. Web Crawlers may be used for purposes including but not limited to search engine indexing, content aggregation, competitive analysis, or data enrichment.

29. Working Days refers to all days from Monday to Friday from 0900 hours to 1800 hours as per Indian Standard Time.

 

 

Interpretation .

Words conveying the singular shall, where required or appropriate, be deemed to mean and include the plural. 

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Access to Services .

Subject to your compliance with this Agreement (including, without limitation, all payment obligations), Studeyo hereby grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right, to access and use the Services. If you are agreeing to this Agreement on behalf of an Entity, such Entity’s Affiliates may also access and use the Services provided that such Affiliates agree to be bound by the terms of this Agreement, and the Entity remain fully liable for such Affiliates’ actions and omissions in connection with this Agreement as if the Entity had performed such acts and omissions itself. 

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Use of the Services .

Subject to Customer’s payment of the applicable fees, Studeyo shall make the Service available to the Customer in accordance with the Order Document and hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to remotely access and use the Service solely for 

Customer’s own internal business purposes, as permitted by and subject to the terms of the Agreement.

Customer agrees to comply with Studeyo’s disclaimer policies which may change from time to time.
Studeyo may partner with any other Customer for its Services.

The Services are regarded as Confidential Information and are bound by non-disclosure and confidentiality obligations as detailed in this Agreement

Studeyo reserves the right to monitor, investigate and bar occurrences that may involve violations of the Terms. Whether the Customer’s use of Service is in accordance with this Agreement shall be Studeyo’s sole discretion.

You warrant that Your use of the Studeyo Service will comply with all applicable local, state, and federal laws, rules, and regulations governing the provision of content to, and the collection of information from, Your End Users. This includes, but is not limited to, permitting Us to display Your privacy policy on the Service. Your privacy policy must clearly disclose the collection and use of End User information by You and any third parties, as required under applicable law. You are solely responsible for ensuring that all necessary disclosures are made and that any required consents are obtained from End Users regarding the collection, use, and disclosure of their personal information, including via Cookies or similar tracking technologies.

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Customer Content .

Specific Studeyo Services could host and publish Customer Content and make them available to the Customer End Users.

We claim no ownership rights over Customer Content created by You. The Customer Content You create remains Yours.

By submitting, providing, or otherwise making available any Customer Content on or through our Service, You expressly grant, and You represent and warrant that You have all rights necessary to grant, to Studeyo a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Customer Content and Your name, voice, and/or likeness as contained in Your Customer  Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Studeyo Service, including but not limited to, promoting and redistributing part or all of this Customer Content on the Studeyo Service(and derivative works thereof) in any media formats and through any media channels.

All Customer Content will appear in a position and form as pre-determined by Customer and Studeyo

In connection with Your Customer Content, You affirm, represent and warrant the following:

• You have the written consent of each and every identifiable natural person in the Customer Content, if any, to use such person’s name or Likeness in the manner contemplated by the Service and this Agreement, and each such person has released You from any liability that may arise in relation to such use.

• You have obtained and are solely responsible for obtaining all consents as may be required by law to post any Customer Content relating to third parties and from end Clients.

• Your Customer Content will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

• All the Customer Content(s) must meet the following criteria:

  • Customer Content cannot contain any content or link from/or to any website containing content including but not limited to:

  • Explicit, vulgar or obscene language;

  • Pornographic, violent, illegal or other offensive content;

  • Promotion of adult services, such as phone sex or escort services;

  • Racial, ethnic, religious, caste, political, hate-mongering or otherwise objectionable content;

  • Content threatening the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or insult any other nation or disrupt public order or cause incitement including but not limited to any community, religion or prevent investigation of any offence;

  • Solicit gambling or engage in any gambling activity ;

  • Investment, money-making opportunities or advice not permitted under law;

  • Gratuitous violence or profanity;

  • Material that defames, abuses, or threatens physical harm to others or to You;

  • Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.

  • Software Pirating (e.g., Warez, Hotline);

  • Hacking or Phreaking;

  • Any illegal activity whatsoever;

  • Breach or violate currently applicable laws.

• Customer cannot

  • Infringe on any personal or proprietary right(s), intellectual property or copyright(s), trademark(s) and cannot 

  • Violate right of any Third Party.

  • Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;

  • Falsify the origin or source of the content

  • Access the Service if You are a direct competitor of Studeyo, except with Studeyo’s prior written consent, or for any other competitive purposes

Studeyo will have no responsibility with respect to the Customer Content served via it’s Service, but may screen content as per its internal guidelines.
 

In the event of knowledge of a breach, Studeyo will, without notice or liability to the Customer, discontinue the Service.

Studeyo may exercise the rights to Your Customer Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

To the best of Your knowledge, all Your Customer Content and other information that You provide to Us is truthful and accurate.

Studeyo takes no responsibility and assumes no liability for any Customer Content that You submit, provide or otherwise make available via the Service. You shall be solely responsible for Your Customer Content and the consequences of submitting it, providing it, or otherwise making it available on the Service, and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your Customer Content.

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Privacy and Ownership of End User Information Collected .

In connection with End User Information collected by Specific Studeyo Services, the Customer hereby represents, warrants, and agrees that: 

• You have obtained or will obtain the End User Information lawfully and/or have not engaged in material misrepresentation, deception or other fraudulent or improper means to cause the End User Information to be collected by the Studeyo Service;

• the End User Information does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights;

• all End User Information has and will be collected by You in accordance with a privacy policy that permits Studeyo to share, collect, use, and disclose such End User Information as contemplated under these Terms and Our Privacy Policy, including with respect to potential disclosure of such information to Third Party partner; 

• You are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to End User Information 
  Studeyo may exercise the rights in End User Information granted hereunder without liability or cost to any third party; and

• the End User Information complies with these Terms. For purposes of clarity, Studeyo takes no responsibility and assumes no liability for any End User Information, and You will be solely responsible for the End User Information and the consequences of collecting or sharing it hereunder.

By submitting or causing to be submitted End User Information to a Studeyo Service, You hereby grant, and represent and warrant that You have all rights necessary to grant, all rights and licenses to the End User Information required for Studeyo and its subcontractors and service providers to provide the Service. 

Studeyo shall collect or store Personally Identifiable Information of End Users solely on behalf of the Customer and strictly to the extent required by the Customer for the purpose of providing the Service. 

Studeyo shall not collect, store, access, use, sublicense, or resell such End User Personally Identifiable Information for any other purpose. Notwithstanding the foregoing, Studeyo may process End User data in an aggregated and non-personally identifiable form exclusively for the purpose of generating analytics for the Customer.

The Customer acknowledges that Studeyo may use technologies like, including but not limited to, Cookies, Third Party technologies to collect Personally Non-Identifiable Information of the End User. This shall be used to optimize the performance and yield of the Service.

All Information and any derivatives thereof, collected from End Users while provisioning the Service, is and shall continue to remain the property of Studeyo. However, in the event, the Customer subscribes for the Service with Lead Bypass/Information Bypass, no Personally Identifiable Information will be collected by Us. 

The Customer agrees that Studeyo may collect, analyze, and use data derived from End Users, which may include Personally Identifiable Information and/or Non Personally Identifiable Information for purposes of operating, analyzing, improving, or marketing the Service and any related services. If Studeyo shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from End Users, such Information will be aggregated or anonymized to reasonably avoid identification of a specific individual. 

You further agree that Studeyo will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.

Studeyo will process, share, distribute, or reference any such Personally Identifiable End User Information only for/with the Customer for whom this Information was collected, or as may be required by law.

Studeyo does not control the messages or requests for End User Data made by a Customer to their End User. 

The End User Information will be governed by the privacy policy of the Customer. To the extent that Studeyo receives any End User Information, Studeyo shall make reasonable efforts, consistent with the Terms of this Agreement, to maintain the confidentiality of such End User Data. Studeyo has no direct relationship to the End Users whose Information it processes. 

Customer acknowledges that End Users have the right to access, correct, amend, or deleted their personal Information. The Customer is responsible to any End User who seeks access, or who seeks to correct, amend, or delete inaccurate End User Information. In the event such Customer requests removal of such applicable End User Information from Studeyo, if applicable, Studeyo will respond to such request within one month; provided that (i) such period may be extended by up to two additional months when necessary, taking into account the complexity and number of the requests and (ii) Studeyo shall inform You of any such extension within one month of receipt of the request, together with the reasons for the delay, because Studeyo personnel have limited ability to access data.

In the event that End User Information is disclosed to or accessed by an unauthorized party, Studeyo will promptly notify You and use reasonable efforts to cooperate with Your investigation of the incident. If such incident triggers any third-party notice requirements, You (not Studeyo) shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. You (not Studeyo) bear sole responsibility for adequate security, protection and backup of End User Information when in Your or Your representatives’ or agents’ possession or control. 

Studeyo will not be responsible for any backup, recovery or other steps required to ensure that End User Information is recoverable in the case of data loss. You are solely responsible for backing up Your End User Information on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of Your End User Information.

Studeyo shall not be liable for any access to or use of Your End User Information by any third party that occurs through or as a result of Your actions or omissions

Except for the limited rights expressly granted herein, the Agreement does not transfer from Customer any proprietary right or interest in the End User Data

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Customer Data .

The Customer is solely responsible for obtaining all necessary rights, consents, and authorizations, including but not limited to third parties, end Clients etc., to submit such data to Studeyo and for ensuring compliance with all applicable laws and privacy obligations related to such data.

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Customer is solely responsible for the accuracy, quality, and integrity of the Customer Data. 

Customer is solely responsible for determining the suitability of the Service, or the results thereof, for Customer's business, and its use of Customer Data exported from the Service. Customers exporting Customer Data from the Service must implement appropriate controls for third party platforms used.
 

Customer represents and warrants that it has collected and shall maintain and process all Customer Data in compliance with all applicable laws, including but not limited to privacy and data protection laws and regulations, and any other terms and conditions applicable to the Customer Data (i.e. as required by a Data Source). For instance: If you connect your YouTube account to a Studeyo Service you agree to be bound by YouTube's Terms of Service. 

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Data Collection and Processing .

Data collected and processed via Crawlers:
Specific Studeyo Services that collect and process Data via the use of Web Crawlers are only designed to access public information, including but not limited to, products sold by online stores. We do not access nor retrieve any information from external websites that a human could not access using a web browser.

You understand and agree that the Crawled Content made available through the Service is the sole responsibility of the individual or entity from which such Crawled Content originated. We are not responsible for any Crawled Content accessible through the Service. 
Studeyo cannot guarantee the truthfulness, authenticity, quality, lawfulness or accuracy of the Crawled Content. 
 

By using the Service, you agree that under no circumstances will Studeyo be liable to you or to any third parties in any way for any Crawled Content, including, without limitation, for any errors or omissions in any Crawled Content, or for any loss or damage of any kind incurred as a result of the use of any Crawled Content made available via the Service. 
 

You acknowledge that Studeyo shall have the right (but not the obligation) in our sole discretion to refuse, change, delete, or recategorize any Crawled Content that is available via the Service. Without limiting the foregoing, Studeyo shall have the right to remove any Crawled Content at any time and for any reason in our sole discretion, including, without limitation, because certain Crawled Content violates this Agreement or is otherwise illegal or objectionable. 
 

You understand and agree that Studeyo may, in its sole discretion and without prejudice to Studeyo's rights to seek any redress available to it under applicable laws and/or file any claims that may be available to Studeyo, terminate your use of the Service and/or the Crawled Content at any time and for any reason, and without prior notice to you.  
 

You further agree that you must evaluate, and bear all risks associated with the use of any Crawled Content, including any reliance on the accuracy, completeness, lawfulness or usefulness of such Crawled Content. In this regard, you acknowledge that you may not rely on any Crawled Content created or accumulated by Studeyo.  

We may provide data that is not checked for its copyright owner/entity. You agree to respect copyright laws applicable to the content in

question and use it responsibly. Studeyo  will not be responsible for legal conflicts arising from your misuse of the provided data. You are the sole owner of your actions with the data.

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Usage Data: 
In providing the Service, Studeyo analyzes data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom, usage patterns of the Service by Customer End Users) (“Usage Data”) and uses Usage Data to provide support services to Customer, including carrying out diagnostic and corrective measures, to improve and enhance the Service (i.e. proactive support services), for the benefit of Customer. 
Further, after anonymization and/or aggregation (during and after the Subscription Period), Studeyo shall be entitled to 

1. subject to the Non-Disclosure clause, use Usage Data to generally improve and enhance the Service and for development, diagnostic and corrective purposes in connection with the Service and other offerings, and

2. disclose Usage Data solely in aggregated or other de-identified form in connection with its business.
    

Customer Account & User Sign up Obligations:
If You need to sign up for a user account to use a Service, You have to provide all required information in order to access or use the Services. 

If You represent an organization and wish to use the Services for corporate internal use, we recommend that You, and all other users from Your organization, sign up for user accounts by providing Your corporate contact information. You agree to: 

1. provide true, accurate, current and complete information about yourself as prompted by the signup process; and

2. maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Studeyo has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Studeyo may terminate your user account and refuse current or future use of any or all of the Services.

You are solely responsible for maintaining the status of the users and the confidentiality of all usernames, passwords, and other access credentials (“Credentials”). 

You are responsible for all activities that occur under Your account, including without limitation unauthorized access.

If You permit third parties to access Your account on Studeyo (e.g., by providing your API token or using OAuth), you do so at your sole risk and Studeyo will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with such permission. You acknowledge that by permitting a third party to access your Studeyo account, the third party may obtain, modify, or delete your account data and settings.
 

You agree to notify Studeyo promptly of any actual or suspected unauthorized use of any Credentials. Studeyo reserves the right to terminate any Credentials that Studeyo reasonably determines may have been accessed or used by an unauthorized third party and will provide immediate notice of such to you. 

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User Information .

When fulfilling its obligations under the Agreement, Studeyo will collect and process User information which is necessary to administrate Customer’s access and use of the Service and which may constitute personal data (e.g. name, email addresses, authentication credentials). Studeyo will be the controller and responsible for the processing activities of User information and Customer shall ensure that its Users, who may be subject to such processing, are duly informed about and consent to the processing. Studeyo’s privacy notice for its processing of User personal data in capacity of controller is available at https://www.studeyo.com/privacy-policy.

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Service Levels .

Subject to the Customer providing, in a timely manner, all information, materials, and actions reasonably required by Studeyo to deliver the Services effectively—including but not limited to relevant data, designs, programs, specifications, management decisions, approvals, acceptance criteria, and other necessary inputs—Studeyo shall use its reasonable endeavours to ensure that:

• The content and links provided are accurate to the information provided by the Customer

• The Service is available and performing at an optimum level; and

• If the Service is not available at any time for whatever reason, ensure that this does not affect the Deliverables. 

Studeyo may make reporting available via the Dashboard at least as often as weekly, either electronically or in writing, unless otherwise specified. The Customer is entitled to reasonably rely on it, subject to provision of Studeyo’s invoice for such period.

Subject to the foregoing, the manner and means by which Studeyo chooses to complete the Services are within Studeyo’s sole discretion and control. 

In performing the Services, Studeyo agrees to provide its own personnel, equipment, facilities and materials at its own expense. 

 

 

License and Intellectual Property Rights .

Except for Customer Content, all intellectual property rights subsisting in, relating to or arising out of the Services shall at all times be owned by and vest in Studeyo, including but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, all enhancements and Customer Content belonging to other Customers.

Except for the limited rights expressly granted herein, the Agreement does not transfer from Customer any proprietary right or interest in the Customer Data and Customer Content. All rights regarding Customer Data and Customer Content not expressly granted to Studeyo in the Agreement are reserved to Customer.

The Parties agree that neither Party shall acquire any right whatsoever on the Intellectual Property Rights of the other Party and all such rights pertaining to right, interest and title of all intellectual property rights shall exclusively vest with such Party. 

The Customer agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Studeyo content. Use of the same for any purpose not expressly permitted by this Agreement is strictly prohibited.

Neither Party shall do any act that would violate the Intellectual Property Rights of the other Party. 

Nothing in this Agreement shall be construed as granting any license or other rights under any patent, copyright or other intellectual property right of Studeyo to the Customer nor shall this Agreement grant the Customer any rights in or to this information other than the limited right to use this information solely for the purpose of this Agreement.

All rights not expressly granted to Customer in the Agreement are reserved to Studeyo and its licensors

The Customer may choose to or, We may invite You to submit comments or ideas about Studeyo and the Service, including but not limited to, how to improve Studeyo and Our Service/s. By submitting any idea/feedback, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Studeyo under any fiduciary or other obligation, and that We are free to use the idea/feedback without any additional compensation to You, and/or to disclose the idea/feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of Your submission, Studeyo does not waive any rights to use similar or related ideas previously known to Studeyo, or developed by its employees, or obtained from sources other than You.

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Restrictions on Use .

In addition to all other terms and conditions of this Agreement, you acknowledge that the Services constitute and contain valuable trade secrets of Studeyo and its licensors, and, in order to protect such trade secret and other interests you shall not:

1. rent, lease, transfer or provide access to the Services on a time-share or service bureau basis, or otherwise distribute or make the Service available to or transfer any of your rights to any third party, unless agreed by Studeyo or as agreed under this Agreement. Notwithstanding the foregoing, you may make the Services available for access to your end Clients in conjunction with the provision of Services to such end Clients, as part of your ordinary business activity.

2. except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Services;

3. attempt to gain unauthorized access to the Services or its related systems or network or directly cause any activities that may disrupt the Services, and shall use the Services exclusively for authorized purposes as detailed in this Agreement, consistent with applicable law;

4. use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Studeyo;

5. use the Services to send or store material containing software viruses, worms or other harmful computer codes, files, scripts or programs;

6. use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services, its components and the data contained therein;

7. create a false identity to mislead any person as to the identity or origin of any communication;

8. host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity;

9. use the Services for transmitting information that is 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;

10. use the Services for any form of competitive or benchmarking purposes; and

11. remove or obscure any proprietary or other notices contained in the Services.

12. use the Service to export or re-export any information or technology to any country, individual, or entity to which such export or re-export is restricted or prohibited.

13. use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another.

14. not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email.

 

You agree to be solely responsible for the contents of your transmissions through the Services.

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Beta Service .

We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. 

You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Studeyo will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

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Third Party Applications .

Studeyo may, independently or on the Customer’s behest, integrate with or contain links to Third-Party materials, sites, information, products, or applications that may make available to You their content and products, including but not limited to, domain registrars from which You may purchase a domain name, email providers, third party licensed content, and ecommerce services, that are not owned or controlled by Studeyo.  

You may, at your discretion, access or use these third-party products or services, including but not limited to apps, integrations via APIs, and services like those authorized through OAuth or other credentials. These are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties or guarantees as to availability, security, or performance. 

Studeyo may modify or discontinue access at any time without obligation or liability. 

Your use of any Third-Party Product is governed solely by the applicable third-party terms and policies, and any interaction is between you and the third-party provider.  Studeyo assumes no responsibility for any loss, damage, or claims arising from such use. 

Commencement, continuation or termination of the association between Studeyo and a Third Party partner may adversely affect the Customer by way of a real cost or opportunity cost but no indemnity or recourse avails to the Customer whatsoever

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Billing and Payment Terms .

The Services are available under subscription plans of various durations, as well as pay-as-you-go basis. The terms will vary based on the type of plan You choose.

The Customer agrees to pay any and all Fees specified in the Order Document or as per Actuals (Fee as recorded by the Service specific Dashboard shared with You). The pricing structure will be as per pre-agreed terms. 

Invoices will be sent to the Customer’s email and/or to Customer’s billing address as set forth in the Order Document and will include information reasonably specified by the Customer, such as the order number, Customer name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing. 

If You wish to cancel the Service, the Customer must notify Us at least three (3) days before the start of the next month for the pay-as-you-go Services. If You fail to do so, no refunds will be made or credits extended for the payments to be made (even in case a minimum billing amount applies).
All payments should be made within 45 Working Days of receipt of the same.

In the scenario, the Customer is an agency representing a client and using the Service on their behalf, Customer agrees that Studeyo may hold the Customer liable for payments in the event that proceeds have not cleared from the Customer’s clients for Services rendered.

Unless otherwise set forth by Studeyo, a 2% per month (pro-rated for part thereof) penal interest on late payments shall be levied.

Any dispute regarding the invoice from Studeyo must be submitted to Studeyo in writing within five (5) Working Days of receipt of the invoice or it shall be deemed waived.

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Price Changes .

We reserve the right to change the fees that we charge for the Service, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.

Studeyo may add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. If We add or amend Our Fees or payment Terms, We will update You. 

Any change to Our pricing and payment Terms shall become effective in the billing cycle following notice of such change to You as provided in this Agreement; provided however that if agreed otherwise.

The Customer acknowledges and agrees that the amount billed may vary due to promotional offers, changes in Your use of the Service, changes in applicable taxes, and changes in and You authorize Us to charge You for the changed amounts.

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No Refunds .

ALL FEES ARE NONREFUNDABLE.

Except as expressly set forth in this Agreement, the Service is non-cancellable and all fees are non-refundable. Customer shall have no right to withhold or reduce fees under the Agreement or set off any amount against fees owed for any reason, including for alleged defects in the Service.

For subscription plans, if you cancel your subscription, you will still be charged for the full term in which the cancellation occurs. Refunds are not available for any unused time remaining in that term.

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Following any cancellation, however, you will continue to have access to the Paid Services through the end of your current Subscription Term (except with respect to Services subject to usage-based billing). We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.

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Taxes .

Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). 

Unless you provide us with evidence of an exemption, we will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.

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Compliance with Laws .

You will comply with all Laws. You warrant that the Your use of the Services will be in compliance with local, state and federal laws, rules and regulations. 

You agree that you are responsible for determining whether use of the Service will satisfy your individual compliance obligations. You will not use the Service for any reason if you or any party that owns or controls you (if you are a legal entity), are subject to sanctions or otherwise designated on any list of prohibited or restricted parties as applicable by a government authority. 
 

You covenant that you will make no payments, including charitable donations, of money or anything of value, nor will such be offered, promised or paid, directly or indirectly, to any person or entity (a) to improperly influence the acts of such person or entity, (b) to induce such person or entity to use its influence with a government to obtain or retain business, or (c) to gain an improper advantage in connection with any business venture or contract in which Studeyo is a participant.
 

We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

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Security .

Studeyo uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Information. However, We cannot guarantee that unauthorized third parties will never be able to defeat Our security measures or use this Information for improper purposes.

 

 

Assignment .

Either party may assign its rights and/or obligations under this Agreement in whole or part to one of its group companies. Notice of assignment to be given to the other party via email or registered post.

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Term and Termination of this Agreement .

This Agreement will commence on the Effective Date and will continue until either Party terminates this Agreement with or without cause, by giving the other Party written notice of termination at any time via email.  Any such email should also be addressed to support@studeyo.com.

 

The termination of this Agreement shall not affect the obligations which have arisen prior to such termination and such other obligations which by its very nature would survive post termination of this Agreement.

Where the Customer terminates this Agreement for any reason other than Studeyo’s breach of contract, Customer will pay outstanding dues as set out in Payment Terms clause.

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Communication .

Any notice under this Agreement shall be in writing and shall be made either via e-mail or certified mail to the other Party’s registered office address. Notices sent by e-mail will be deemed effective 48 hours from the time of sending and notices sent by mail will be deemed effective 48 hours after receipt.

Studeyo may disclose its relationship with the Customer in its marketing material and in its operational relationship with Third Parties, including using for such purposes the Customer’s name or trademark.

The Customer agrees that Studeyo may use the Customer’s contact details (including its email and registered address) to notify it

about its account with Studeyo, any issues relating to, and updates to, the Service/s.

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Expenses .
The Parties herein shall pay their respective expenses incident to this Agreement and the transactions contemplated herein.

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Non-Disclosure Clause .

Each of the Parties shall keep confidential the terms of this Agreement and any custom Fee structure that has not been made public. 

Each Party shall restrict all confidential information to employees on a “need to know” basis. This obligation shall survive the termination of this Arrangement.

The Receiving Party shall not use or reproduce in any form the Disclosing Party’s Confidential Information except as required to accomplish the intent of the Agreement. Any reproduction of any Confidential Information shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends that appear on the original. 

With respect to the Disclosing Party’s Confidential Information, the Receiving Party 

1. shall protect all Confidential Information using the same degree of care the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care, and

2. shall not disclose any Confidential Information to any third party other than to individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. The Disclosing Party’s Confidential Information disclosed prior to execution of the Agreement shall be subject to the protections afforded hereunder.

Confidential Information does not include information that the Receiving Party can establish: 

1. has entered the public domain without the Receiving Party’s breach of any confidentiality obligation owed to the Disclosing Party;

2. has been rightfully received by the Receiving Party from a third party without confidentiality restrictions; 

3. is known to the Receiving Party without confidentiality restrictions prior to first receipt by the Receiving Party from the Disclosing Party; or

4. has been independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Receiving Party shall provide prompt notice of such court order or requirement to Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

 

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Miscellaneous .

This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings between the Parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the Parties hereto. This Agreement may be amended only by another written agreement, signed by the Parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such Parties to any term or condition contrary to or in addition to the terms and conditions contained in this Agreement. This Agreement shall be construed according to its fair meaning and not strictly for or against either party.
 

This Agreement does not create any agency, joint venture or partnership relationship.  Neither Party can assign or transfer any of its rights and obligations under this arrangement without the prior written consent of the other Party.

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Indemnity .

The Customer agrees to defend, indemnify and hold harmless Studeyo and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

• Your use of and access to the Studeyo Service/s, including any data or content transmitted or received by You; 

• Your violation of any term of this Agreement, including but not limited to, Your breach of any of the representations and warranties above;

• Your violation of any third-party right, including by not limited to, any right of privacy or Intellectual Property Rights; 

• Your violation of any applicable law, rule or regulation;

• Customer Content or any content that is made available via a Studeyo Service, including but not limited to, misleading, false, or inaccurate information;

• Your wilful misconduct;

• Any other party’s access and use of Your Data, Customer Data, Customer Content or any other data or information generated or used with the Studeyo Service, through You.

The Customer agrees and undertakes to indemnify and hereby indemnifies and keeps safe and harmless Studeyo, its employees and  partners from and against all loss, claim, liability, demand, damage, costs, charges (including but not limited to legal fees and charges) or prejudice that may be caused on account of  a Third Party’s  default or breach of any of the terms of this Agreement, or arising out of a Third Party’s  violation of any applicable laws, regulations including but not limited to Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights. 

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Disclaimer and Limitation of Liability .

Studeyo’s acquisition or abstinence from acquisition or exit from association with any Third Party from time to time are binding on the Customer under the terms hereof, but no indemnity or recourse avails to the Customer whatsoever

The Services provided by Studeyo are on an 'as is' basis without any warranties either express or implied whatsoever 

Studeyo and / or its associate entities, to the fullest extent permitted by law, disclaims all warranties, including non-infringement of Third Parties rights, and the warranty of fitness for a particular purpose and makes no warranties about the accuracy, reliability, completeness, or timeliness of the content, text, graphics, and links provided as a part of Service, since this is completely dependent on the information provided by the Customer(s). 

Further, the Customer agrees that the access to Studeyo’s Service is dependent on Third Party service providers. Hence Studeyo shall not be liable for any interruption in it’s services as well as consequences of the interruptions or errors in the Service

For no event shall Studeyo, or any parties, organisations or entities associated with Studeyo, be liable for any damages whatsoever (including, without limitations, incidental and consequential damages, lost profits, or damage to computer hardware or loss of data or business interruption or depletion of goodwill or similar losses or loss of anticipated savings) resulting from this Agreement, whether based on warranty, contract, tort, or any other legal theory.

Nothing in this Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, or death or personal injury caused by either party’s negligence.

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