Terms & Conditions

Introduction

The following terms and conditions, updated on 1st April 2020, is applicable to all Cloud Services, Web and Mobile Applications offered by MICROGENESIS LEARNING PRIVATE LIMITED (“MGENLEARN”) including, but not restricted to MICROGENESIS FRONTLYNE™.

Please read the terms and conditions carefully. By selecting “I AGREE”, or signing a Cloud Service Agreement (CSA) or any Schedule that forms part of or referred to in the CSA that incorporates these terms by reference, you confirm your agreement to these terms on behalf of the organization you are registering, and you confirm that you personally are authorized to accept these terms on that organization’s behalf. This is a binding legal agreement.

GENERAL TERMS AND CONDITIONS FOR MGENLEARN CLOUD SERVICES (“MTC”)

This General Terms and Conditions for MGENLEARN CLOUD SERVICES (the “MTC” or “Terms of Use”) governs the use of MGENLEARN CLOUD SERVICES by the organization registered by you (“CUSTOMER”), as licensed by MICROGENESIS LEARNING PRIVATE LIMITED, (“MGENLEARN”) and will be effective when accepted by CUSTOMER in connection with an CSA. This MTC combined with the CSA constitutes a complete binding legal agreement between MGENLEARN and CUSTOMER and sets forth the terms and conditions that govern the Cloud Services provided by MGENLEARN to CUSTOMER – please read carefully.

The parties agree as follows:

1. DEFINITIONS

Capitalized terms and some other terms used in this document are defined in the Glossary for the purpose of clarity and understanding.

2. USAGE RIGHTS AND RESTRICTIONS

2.1 Grant of Rights.

MGENLEARN grants to CUSTOMER a non-exclusive, non-transferable and world-wide right to use the Cloud Service (including its customization, implementation and configuration), Cloud Materials (as applicable), Content and Documentation solely for CUSTOMER’s and its Affiliates’ business operations. Permitted uses and restrictions of the Cloud Service also apply to Cloud Materials and Documentation.

2.2 Authorized Users.

CUSTOMER may permit Authorized Users to use the Cloud Service. Usage is limited to the Usage Metrics and volumes stated in the CSA. Access credentials for the Cloud Service may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Cloud Service. CUSTOMER is responsible for breaches of the Agreement caused by Authorized Users.
The right to use mentioned in 2.1 (a) is granted only to users of the specific business unit or division or affiliate of the CUSTOMER mentioned in the CSA. CUSTOMER may not permit users of its other business units or divisions or affiliates to use the Cloud Service. If the specific business unit or division or affiliate of the CUSTOMER is not mentioned in the CSA, then all users of the CUSTOMER can use the Cloud Service within the Usage Metrics and volume limit mentioned in the CSA. In such cases, CUSTOMER will use the Cloud Service as-is and MGENLEARN will not change or modify the Cloud Service to accommodate the needs of the CUSTOMER’s various business units or divisions or affiliates.

2.3 Acceptable Use Policy.

With respect to the Cloud Service, CUSTOMER will not:

disassemble, decompile, reverse-engineer, copy, translate or make derivative works,
transmit any content or data that is unlawful or infringes any intellectual property rights, or
circumvent or endanger its operation or security.
use in high-risk activities including, without limiting the generality of the foregoing, in any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.

2.4 Authorized Users.

CUSTOMER will monitor its own use of the Cloud Service and report any use in excess of the Usage Metrics and volume. MGENLEARN may monitor use to verify compliance with Usage Metrics, volume and the Agreement.

2.5 Suspension of Cloud Service.

MGENLEARN may suspend or limit use of the Cloud Service if continued use may result in material harm to the Cloud Service or its users. MGENLEARN will promptly notify CUSTOMER of the suspension or limitation. MGENLEARN will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.

2.6 Third Party Web Services.

The Cloud Service may include integrations with web services made available by third parties (other than MGENLEARN) that are accessed through the Cloud Service and subject to terms and conditions with those third parties. These third party web services are not part of the Cloud Service and the Agreement does not apply to them.

2.7 Mobile Access to Cloud Service

If applicable, Authorized Users may access certain Cloud Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application as well as the MTC.

2.8 On-Premise Components.

The Cloud Service may include on-premise components that can be downloaded and installed (including updates) by CUSTOMER. The System Availability SLA does not apply to these components.

2.9 Third-Party Application.

If CUSTOMER installs or enables a third-party application for use with a Cloud Service, CUSTOMER (i) is solely responsible for obtaining and maintaining the license or other rights for its use of the third-party application, and (ii) grants MGENLEARN permission to allow the provider of that third-party application to access CUSTOMER Data as required for the interoperation of the third-party application and the Cloud Service.

2.10 Free Trials.

Should CUSTOMER agree to the Agreement as part of a free trial, then this section 2.10 shall apply. When CUSTOMER first agrees to these terms, MGENLEARN allows for a thirty (30) day free trial (“Free Trial Period”) of the Cloud Services for no more than hundred (100) Authorized Users to use the Cloud Services on behalf of CUSTOMER with no payment obligation and no obligation of continued subscription past the Free Trial Period. MGENLEARN shall have the right to immediately suspend Cloud Services upon expiration of CUSTOMER’s Free Trial Period. To avoid any such interruption of Cloud Services, CUSTOMER may elect to continue using the Cloud Services after its Free Trial Period by accepting MGENLEARN’s written CSA, which will set forth the Cloud Services, the Subscription Term, the number of Users, pricing, fees, and reference to this MTC. CUSTOMER acknowledges and agrees that this MTC will govern CUSTOMER’s use of Cloud Services during a Free Trial Period and any paid Subscription Term for which CUSTOMER accepts an CSA. ANY CUSTOMER DATA THAT CUSTOMER ENTERS INTO THE CLOUD SERVICES DURING THE FREE TRIAL PERIOD MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME CLOUD SERVICES AS THOSE COVERED BY THE FREE TRIAL PERIOD. CUSTOMER MUST EXPORT ITS CUSTOMER DATA BEFORE THE END OF THE FREE TRIAL PERIOD TO AVOID THE RISK THAT CUSTOMER DATA WILL BE PERMANENTLY LOST.