SOFTWARE SERVICE AGREEMENT - 2022

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO ENTER INTO THIS SOFTWARE SERVICE AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SOFTWARE SERVICE AGREEMENT, THAT YOU UNDERSTAND IT, AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ALLOWED TO ENTER INTO THIS SOFTWARE SERVICE AGREEMENT.

This Software Services Agreement (“Agreement”) is entered into between: (a) Teachmint Technologies Private Limited, a private limited company incorporated in India under the provisions of the Companies Act, 2013, having its registered office at 5 th Floor, North Wing, SJR “The HUB”. Survey Number 8/2 and 9, Sarjapur Road, Bengaluru, Karnataka – 560 103 India (hereinafter referred to as the “Company”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-interest and assigns), and (b) the Customer specified in the relevant Order Form (defined below). The Company and the Customer shall be individually referred to as the “Party” and collectively as the “Parties”.

This Agreement, including its schedules and annexure governs your availing the software services for, including but not limited to, student engagement, content delivery, administration tools, digital learning solutions through video conferencing, collaboration, or otherwise and related services, support and professional services, on the Company’s websites including but not limited to the website hosted at https://www.teachmint.com/, as well as other mobile applications owned/controlled/operated by the Company from time to time (hereinafter collectively referred to as “Teachmint Platform”).

This Agreement is an electronic record in the form of an electronic contract formed under the Information Technology Act, 2000, rules made thereunder, and any other applicable statutes, as amended from time to time. This Agreement does not require any physical, electronic or digital signature.

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires, the following capitalized words and expressions shall bear the meaning ascribed to them hereinbelow:

1. “Confidential Information” shall have the same meaning as ascribed in Clause 10.1 ;
2. “Effective Date” shall have the meaning set out in the Order Form;
3. “Intellectual Property Rights” shall mean any patents, trademarks, service marks, design right (whether registerable or otherwise), domain names, applications for any of the foregoing, trade secrets, copyright, know-how, trade or business names and other similar rights or obligations whether registerable or not in any country in the world, including, but not limited to, India;
4. “License” shall have the meaning set out in Clause 2.1 of this Agreement;
5. “Customer Data” shall have the meaning as set out in Clause 4.1(b) of this Agreement;
6. “Order Form” shall mean each of the Order Form(s) executed between the Company and the Customer from time to time;
7. “Services” means software subscription services, and value added support services including but limited to student engagement, content delivery, administration tools, digital learning solutions through video conferencing, collaboration, or otherwise and related services, support, professional services.
8. “Service Fees” shall have the meaning as set out in Clause 5.1(b) of this Agreement; and
9. “Subscription Fees” shall have the meaning as set out in Clause 5.1(a) of this Agreement.

1.2 Interpretations:

1. In this Agreement, the headings are for convenience only and shall not in any way define or limit the scope of this Agreement and shall not affect the construction or interpretation of this Agreement.
2. Unless the context of this Agreement otherwise requires, the term “Recital” “Clause”, “Schedule” or “Annexure” refers to the specified Recital, Clause or Schedule or Annexure respectively of this Agreement;
3. Unless the context of this Agreement otherwise requires, reference to the word “include” shall be construed without limitation;
4. Any Schedule or Annexure to this Agreement shall take effect as if set out in this Agreement and references to this Agreement shall include its Schedules and Annexure;
5. No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it.

2. SCOPE

2.1 Grant of license to use Teachmint Platform – Subject to the Customer’s continuous compliance with this Agreement and payment of the Subscription Fees, the Company grants to the Customer, and its authorised users, a non-exclusive, non-transferable, non- sublicensable, revocable, limited license to access and use the Teachmint Platform and to use the Services, in object code form and in the manner agreed from time to time as set out in the Order Form (“License”).

2.2 Restrictions

1. Notwithstanding anything contained in the Clause 2.1 above, the License granted by the Company to the Customer under this Agreement does not include the right to:
   1. sub-license or otherwise permit access or use of the Teachmint Platform or Services or any portion thereof on a commercial time-sharing, lease, or rental, basis to any third party;
   2. modify, alter, disassemble, reverse assemble, reverse compile, reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct the source code of the Teachmint Platform or Services or any portion thereof;
   3. create any derivative works based on the Teachmint Platform or Services;
   4. copy, reproduce or duplicate the Teachmint Platform or Services or any part thereof, except to the extent reasonably necessary for backup purposes;
   5. use any reverse compilation, recompilation or disassembly techniques or similar methods to determine any design, concepts, construction method, source code or other aspects of the Teachmint Platform or Services or any part thereof for any purpose;
   6. transfer, assign, distribute, sale or otherwise (including by way of merger and acquisition) the rights in Teachmint Platform or Services or any portion thereof to any persons without prior written permission of the Company;
   7. make for any purpose including for error correction, any alterations, modification, additions or enhancements to the Teachmint Platform and/or the Services, nor permit the whole or any portion of the Teachmint Platform and/or the Services to be combined with or become incorporated in any other program;
2. Nothing in this Agreement shall confer on the Customer any rights in any trade name, business name, trademark, patent, copyright, trade secret or other proprietary name or mark of the Company.

In the event the Customer or its employees, consultants or agents design, develop or create any modifications to the Teachmint Platform or the Services in violation of this Agreement, and addition to any other remedies that may be available in law, in equity or under this Agreement, all right title and interest in and to such modifications and/or derivative work and all Intellectual Property Rights associated therewith will be the exclusive property of Company.

2.3 The Company shall create and provide one user with full access and admin rights to the Customer (“Admin User”). Subject to the Order Form executed by the Customer, the Customer will be entitled to create more user accounts for its students, teachers and other employees (“User”) and give access and right of Admin User to more Users. The Customer shall be responsible for any action or omission of the Admin Users. The Admin Users will have the right to configure the Services based on the requirements and manage Users and assign user rights/ privileges to each User of the Customer.

3. CHANGE IN SCOPE OF SERVICES

3.1 Either Party may propose changes to the scope of the Services or any other terms and conditions under any Order Form, which shall come into effect only upon execution of change order by both Parties (“Change Order”). The Change Order shall set out the proposed changes in the Services, the revised timelines and Service Fees etc.

3.2 Any Party wishing to make change in the Order Form shall prepare and provide the draft of Change Order to the other Party.

3.3 If the Parties agree to a draft Change Order, they shall sign and execute such Change Order and the relevant Order Form shall stand amended/ modified to such extent.

4. ROLES AND RESPONSIBILITIES

4.1 The roles and responsibilities of the Customer and its authorised users are set out below:

1. It is hereby clarified that the Services provided on the Teachmint Platform are not being offered to or intended to be used by the residents of European Union, United Kingdom and United States of America. The Customer shall not authorise any person residents of European Union, United Kingdom and United States of America, to use the Services on the Teachmint Platform.
2. The Customer and its authorised users shall be responsible for obtaining requisite infrastructure including recommended equipment, devices with specific configuration and internet connection as intimated by Company from time to time, for use of the Services, at its own expenses. Company shall not be responsible for any malfunction or non-performance of the Services due to any incorrect data entry or lack of requisite infrastructure including recommended equipment and internet connection for using the Services.
3. The Customer and/or its authorised users shall upload and input the required data and information but not limited to specifications and details of its students, teachers, classes, courses, reading material, tax and compliance related inputs, and other similar or related data (“Customer Data”) on Teachmint Platform or the Services.
4. The Customer shall be responsible for uploading, inputting and ensuring the accuracy, validity, and completeness of all Customer Data on the Services.
5. The Customer shall not and shall ensure that its authorised users does not upload or input any Customer Data on the Teachmint Platform or the Services in violation of any of its obligations under any contract, or that infringe or violate any proprietary rights or Intellectual Property Rights of any third party.
6. The Customer shall ensure that the Customer Data does not contain any tortious or illegal information or data;
7. The Customer acknowledges that the Teachmint Platform and the Services have been made to meet broad requirements of the market and have not been specifically made to meet the Customer’s or its authorised users’ individual requirements. The Customer also acknowledges that it is the Customer’s responsibility to ensure and use the functions of the Teachmint Platform or the Services to meet its specific and/or individual requirements to the greatest possible extent.
8. The Customer agrees to use its best efforts and to cooperate with Company to complete the implementation of the Services. The Customer agrees to provide personnel with appropriate knowledge and skill to accomplish the implementation.
9. The Customer further agrees to abide and shall ensure its authorised users abide by the Company’s Terms of Service available at https://www.teachmint.com/terms and the Company’s Privacy Policy available at https://www.teachmint.com/privacy.
10. The Customer shall through the Admin User add and/or update and/or manage the account credential of the Customer. The Customer may add or change the Admin Users from the admin panel. The Customer or its authorised users may change the profile details of its institution, pursuant to any corporate actions or otherwise, after following the process prescribed by the Company.
11. The Customer and its authorised users are responsible for (i) ensuring confidentiality of the Admin User accounts and/or password, and (ii) appointing / registering competent individuals as administrators for managing the Admin User accounts. The Customer understand that the Company is not responsible for account administration and internal management of the Services managed by the Customer.

5. PAYMENTS

5.1 Payment of Fees

1. In consideration of the License granted herein to the Customer, the Customer shall pay to Company, the Subscription Fees as set out in the Order Form (“Subscription Fees”). The Subscription Fees is subject to change at the time of renewal of Order Form.
2. The Company offer various other products and services and provide other facilities which are ancillary to the Services, at additional charges and fees (“Service Fees”). The Customer and/or its authorised users may avail any such products, services and facilities by paying relevant Services Fees for the same along with any and all applicable statutory taxes. The Customer acknowledges that the Subscription Fees set out in the Order Form are only applicable to the capabilities and specific modules identified in such Order Form, and that the Customer’s access to any additional or advance features shall be subject to payment of such additional fees payable for such additional or advance features, as may be conveyed by way of a Change Order between the Parties.
3. Each Party shall be responsible for complying with the respective tax liabilities and other statutes as may be applicable to it individually.
4. Invoicing and Payment
   1. Subscription Fees as set out in Order Form shall be payable in the manner and mode set out in the Order Form.
   2. Service Fees for all products, services and facilities ancillary to the Services availed by the Customer shall be invoiced by the Company to the Customer and/or its authorised users at the rate prevailing on the day the placing the relevant service order and as specified in the separate Order Form for such services. Unless agreed otherwise in the relevant Order Form, the Customer and/or authorised user shall pay the Service Fees for such product, services or facilities to the Company, as specified in the relevant Order Form(s), in advance.
   3. "Any delay in payment of invoice shall attract interest at the rate of 12% (twelve percent) per annum from the due date of payment for such invoice up to the date of actual payment being made."

6. NON-EXCLUSIVE AGREEMENT

6.1 The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. It is hereby clarified that Company shall be entitled to solicit, offer and provide the Teachmint Platform and the Services to any third party including without limitation, other institutions, stakeholders and competitors of the Customer and/or authorized users.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party hereby represents and warrants to the other Party that:

1. It has not taken any corporate or other action, as may be applicable, nor have any steps been taken or legal proceedings of any manner been initiated or threatened against it for its winding-up, dissolution, administration, re-organization, insolvency, bankruptcy, or for appointment of receiver, administrator or other court officer or all of any of its assets, businesses or undertakings;
2. As of the date of this Agreement, there is no litigation, proceeding or dispute of action pending against it, the adverse determination of which has a materially adverse effect on this Agreement; and
3. The execution and delivery of this Agreement and documents to be executed in pursuance hereof, and the performance of its obligations hereunder and thereunder does not: (i) contravene any applicable law to which it and/or its assets, businesses and/or undertakings is subject to; (ii) conflict with or result in any breach of, any of the terms of or constitute default of any covenants, conditions and stipulations under any existing agreement or contract or binding on it; or (iii) conflict or contravene any provision of its memorandum of association and the articles of association or such other constituent documents, as may be applicable.

7.2 The Customer represents, warrants and covenants that:

1. (i) all the Customer’s employees, and its authorised users will abide by the terms of this Agreement; (ii) It has obtained all necessary corporate and statutory approvals / sanctions / permissions, as may be required for the performance of its obligations hereunder; (iii) the Customer will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this Agreement; and (iv) each license shall only be used against a single authorised user and no license can be clubbed and/or shared among multiple authorised users of the Customer. Notwithstanding any terms to the contrary in this Agreement, the Customer will remain responsible for acts or omissions of all its employees, teachers, authorised representatives, officers or consultants of to the same extent as if such acts or omissions were undertaken by the Customer. The Customer assumes responsibility for the selection of the Services to achieve its intended results, and for the installation, use, and results obtained from the Services.
2. The Customer grants Company right to use the data and information generated by usage of the Services by the Customer for the enhancement of services provided by Company. The Customer provides an exclusive license to Company in respect of the feedback provided in relation to Teachmint Platform and the Services, and the Company may use such feedback to improve the Services and Teachmint Platform.
3. Company shall be entitled to monitor the usage of the Services and Teachmint Platform, on a periodic basis, for compliance with the terms and conditions contained in this Agreement or inter-alia with standards, directions and specifications issued and communicated by Company in this regard from time to time, or as may be required under the applicable laws.

7.3 Company does not warrant that:

1. the Teachmint Platform or the Services or any update and enhancement of the Teachmint Platform or the Services, and any portion of thereof is error free; or
2. the Customer will be able to operate the Teachmint Platform and/or the Services without problems or interruptions, or the Teachmint Platform and/or the Services and its update are not susceptible to intrusion, attack or computer virus infection; or
3. the Customer’s data or any other data uploaded or feed into the Services and/or Teachmint Platform is fully secured and free from any harm, damage or loss even if security measures are taken and arranged by Company.

7.4 Company’s warranty is not applicable if the Services and/or Teachmint Platform or any update and enhancement of the Services and/or Teachmint Platform is altered or not operated, maintained in accordance with all applicable instructions and requirements of Company.

7.5 EXCEPT AS SET FORTH HEREIN, COMPANY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Company Intellectual Property - Title to and ownership of all copies of the Services and Teachmint Platform and its documentation whether in machine-readable (source code, object code, program code, graphical code or other format) or printed form or in any other form, and all related technical know-how and all rights therein (including without limitation all Intellectual Property Rights applicable thereto), belong to Company and shall remain the sole and exclusive property thereof. All rights are reserved by Company. All enhancements, modifications and updates made by Company which are provided under the provisions of this Agreement will remain proprietary to Company.

8.2 Company ownership of inventions - All works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by Company, solely or in collaboration with others, in the course of performing its obligations under this Agreement and developed as part of the use of the Services and/or Teachmint Platform will be the sole and exclusive property of Company.

8.3 Upon knowledge of any unauthorized possession or use of, or access to, the Services and/or Teachmint Platform licensed hereunder, the Customer shall notify Company as soon as possible. The Customer shall promptly furnish Company with full details of such situation, assist in, preventing any recurrence thereof.

8.4 Use of Logos – The Customer acknowledges and hereby grants the Company the right to use its name, logo and/or trademark without notice to or consent by the Customer, in connection with certain promotional materials that Company may disseminate to the public. The promotional materials may include, but are not limited to, brochures, internet website, press releases, advertising in newspaper and/or any other materials stating that the Customer is a user of the Company’s Services, and such materials may be developed, disseminated and used without Customer’s review. Nothing herein obligates Company to use Customer’s name, logo and/or trademark, in any promotional materials of Company.

9. INDEMNITIES

9.1 The Customer (“Indemnifying Party”) shall indemnify, defend and hold harmless Company, its affiliates and their respective directors, officers, employees, agents, successors and assigns (the “Indemnified Party”) against all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third party claim arising out of or related to (a) the negligence or wilful misconduct of Indemnifying Party and its employees or agents in their performance of the Agreement and performance of its roles and responsibilities, (b) a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party’s covenant, representations or warranties in the Agreement, (c) the infringement of a third party’s Intellectual Property Rights by the Indemnifying Party due to the Customer Data inputted or uploaded on the Teachmint Platform, (d) any breach of applicable laws, or (e) the tortious or illegal information contained in the Customer Data.

10. CONFIDENTIALITY

10.1 Definition - The term “Confidential Information” shall mean any confidential or proprietary 8 business, technical or financial information or materials of a Party or any of its affiliates (“Disclosing Party”) provided to the other Party or any of its affiliates (“Receiving Party”) in connection with the Agreement, whether orally or in physical form, and shall include the terms of the Agreement, Disclosing Party’s structure, business plans, research and development, operations, strategies, software products including the Services and Teachmint Platform, specifications, notes, memoranda, drawings, records, reports, trade secrets, processes, knowhow, program codes, documentation, flowcharts, algorithms, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer/client lists, as well as information that the Customer receives from others under an obligation of confidentiality. However, Confidential Information shall not include information (a) which by its very nature is not confidential and is ordinarily shared by the Customer and authorised users in the course of their use of the Teachmint Platform; (b) previously known by Receiving Party without an obligation of confidentiality; (c) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality; (d) that is or becomes publicly available through no fault of Receiving Party; or (e) that Disclosing Party gave written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure.

10.2 Requirements - Except as required by applicable law, Receiving Party agrees that (a) it will use Confidential Information of Disclosing Party solely for the purpose of the Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party's employees, affiliates or agents, on a need-to-know basis, who are bound by obligations of non-disclosure and restricted use at least as strict as those contained herein, provided that Receiving Party remains liable for any breach of the confidentiality provisions of the Agreement by its employees, affiliates or agents. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

10.3 In the event Receiving Party receives a summon or other administrative or judicial demand for any Confidential Information of Disclosing Party, to the extent possible, Receiving Party will give Disclosing Party prompt written notice of such summon or demand and allow Disclosing Party to assert any available defences to disclosure and assist the Disclosing Party in any efforts it may undertake to obtain a protective order.

10.4 Upon request by Disclosing Party, Receiving Party will return or destroy all copies of any Confidential Information of the Disclosing Party.

10.5 Confidential Information will at all times remain the property of the Disclosing Party.

10.6 Injunctive Relief - Each Party understands, acknowledges and agrees that, in the event of a breach of any of the foregoing provisions, such Party may have no adequate remedy in damages and, accordingly, shall be entitled to seek an injunction to prevent such breach; provided, however, that no specification of a particular legal or equitable remedy shall be construed as a waiver, prohibition, or limitation of any other legal or equitable remedies in the event of a breach hereof.

10.7 Return of Confidential Information - The Receiving Party shall immediately cease to use the Disclosing Party Confidential Information and subject to applicable laws. within fifteen (15) days of written request from the Disclosing Party return the Confidential Information of the Disclosing Party, and provide the Disclosing Party with a written confirmation notice that such Party has fulfilled all of its obligations with respect to the other Party’s Confidential Information

11. TERM AND TERMINATION

11.1 Term - This Agreement shall come into force on the Effective Date and unless terminated in accordance with the provisions of this Agreement, this Agreement shall continue to be in force till the expiry of Subscription Period provided in the Order Form. The subscription of Services may be renewed for additional periods upon payment of subscription fees at the rate prevailing on the day the placing the relevant Order Form.

11.2 Termination Rights –

1. The Company may terminate this Agreement and the Order Form if the Customer is in default of any material provision of this Agreement and such default is not cured within 30 (thirty) days of receipt of written notice.
2. The Company shall have the right to immediately terminate this Agreement in writing if the Customer voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which is not dismissed within 120 (one hundred twenty) days.
3. Notwithstanding anything contain elsewhere, Company may terminate this Agreement and the License of the Services granted hereunder, at any time by giving 2 (two) months prior written notice to the Customer. In the event of such termination, the Customer shall not be liable to any refund for the remaining period in the Subscription Period, if any.

11.3 Effect of Termination -Upon termination of this Agreement, the License granted under this Agreement shall stand revoked and the Customer shall immediately stop using the Services licensed under this Agreement. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination. Notwithstanding anything contained herein, the Customer’s obligation to make payment of any unpaid Subscription Fees or the Service Fees and the terms of Clause 1 (Definitions and Interpretation), Clause 8 (Intellectual Property Rights) Clause 9 (Indemnities), Clause 10 (Confidentiality) Clause 11 (Term and Termination), Clause 12 (Limitation of Liability), Clause 13 (Governing Laws and Settlement of Disputes) and Clause 14 (Miscellaneous) shall survive termination of this Agreement.

11.4 The Customer shall promptly return all materials furnished or produced in connection with the Services and/or Teachmint Platform, upon termination for any reason of this Agreement.

12. LIMITATION OF LIABILITY

12.1 Limitation on all damages – The Customer is responsible for the consequences of any use of the Teachmint Platform and/or the Services. The Company shall not be liable for any indirect or consequential loss, damage, cost or expenses of any kind, whatever and however caused whether arising under contract, tort (including negligence) or otherwise, including loss of production, loss of or corruption of data, loss of profit or of contracts, loss of operation time or loss of goodwill or anticipated savings, even if the Company has been advised of their possibility. IN NO EVENT SHALL COMPANY’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE SUBSCRIPTION FEES PAID FOR LICENSE OF THE TEACHMINT PLATFORM OR THE SERVICES IN THE [6 (SIX)] MONTHS PERIOD PRIOR TO THE EVENT GIVING RISE TO THE DISPUTE.

13. GOVERNING LAWS AND SETTLEMENT OF DISPUTES

13.1 Governing Laws – This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Subject to the provision of arbitration, each of the Parties to the Order Form consents to the exclusive jurisdiction and venue of the courts of Bengaluru, Karnataka.

13.2 Arbitration – Any dispute, differences or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between the Parties (“Dispute”) shall be referred to a sole arbitrator which will be appointed with mutual consent of the Parties. In the event the Parties are unable to mutually agree on or identify the sole arbitrator within 15 (fifteen) days in the manner specified above, then the arbitration proceedings shall be conducted by 3 (three) arbitrators, of which one arbitrator shall be appointed by Customer, the other arbitrator by the Company and both such arbitrators appointed shall mutually appoint the third presiding arbitrator. The arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or enactment thereof. The seat of arbitration shall exclusively be Bengaluru, India, and language of Arbitration shall be English. The arbitrator(s) shall make a reasoned award, which shall be final and binding on the Parties.

14. MISCELLANEOUS

14.1 Severability - If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be enforced to the maximum extent possible or as mutually agreed between the Parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. The Parties shall nevertheless agree and settle upon terms and conditions that are as close to the original intent of the Parties and which are valid, legal and enforceable.

14.2 Non-Solicitation - The Customer undertakes that it shall not solicit, offer work to, employ, or contract with, directly or indirectly, on its own behalf, any of the Company’s Personnel or of its affiliates during the Term or 12 (twelve) months after the expiration or earlier termination of this Agreement. For purposes of this sub-clause and otherwise, “Personnel” includes any person Company employs or has employed as a partner, employee, agent, associate, or independent contractor and with which the Customer comes into direct contact in the course of the provision of usage of Teachmint Platform.

14.3 Notice - Any notice, request or instruction permitted or required to be given hereunder by any Party to the other shall be in writing and shall be deemed sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, courier or sent by email, and shall be sent to the respective Party at the addresses and contact details provided in the Order Form.

14.4 Entire Agreement - This Agreement together with the Order Form and other Annexure, Schedules constitute the entire Agreement between the Parties hereto as to the subject matter hereof and supersedes all prior discussions or understandings, whether written or oral, between the Parties hereto with respect to the subject matter of this Agreement.

14.5 Assignment - The Customer shall not without the prior written consent in writing of Company have the right to assign, sell, mortgage, or pledge the benefits or obligations or both of this Agreement or any part thereof to any third party. Company may assign this Agreement to an Affiliate or any third party without any restriction or any consent of the Customer.

14.6 Amendment - This Agreement may be amended by the Company by way of a subsequent writing hosted on the same or different webpage, as may be communicated to the Customer. Any such amendment shall be deemed to be effective in respect of the Customer upon the earlier of: (i) the next renewal and/or modification of the Subscription by way of a Change Order/subsequent Order Form; or (ii) thirty (30) days from the date such change was posted on this webpage (or any other such webpage on the Teachmint Platform) or otherwise communicated to you.

14.7 Waiver- Neither Party shall by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the other Party of any of the provisions of this Agreement. Further, the waiver by either Party of a particular breach of this Agreement by the other shall not be construed as or constitute a continuing waiver of such breach or of other breaches of the same or other provisions of this Agreement.

14.8 Independent Service Provider - The Parties acknowledge this Agreement has been executed on a principal-to-principal basis. Nothing contained in this Agreement shall be construed or deemed to create any association, partnership, or joint venture or employer-employee relationship in any manner whatsoever between the Parties.

14.9 Force Majeure - Neither Party shall be liable to the other for any default or delay in performance of its obligations under this Agreement to the extent such default or delay is attributable to events beyond the reasonable control of such Party. Such events (the “Force Majeure Events”) shall include acts of God, fires, explosions, accidents, unusually severe weather conditions, embargoes, wars, riots, labour disputes, strikes, epidemics, governmental requirements, and any other similar events. However non-availability of requisite infrastructure prescribed by Company from time to time including recommended equipment or non-function of internet connection for running Teachmint Platform shall not be considered as Force Majeure Events.