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Welcome to UA Store. These terms of service (“UA Store Terms”) are between SORTING HAT TECHNOLOGIES PRIVATE LIMITED (also referred to as “Unacademy,” “we,” “us” or “our”) and you or the entity you represent (“Platform Educator” or “you” or “your”). Your use of, and access to, the UA Store service and associated software available on www.unacademy.com and the Unacademy App (“Platform”) conditioned upon your compliance with and acceptance of these terms, in addition to the terms and conditions and policies available on the Platform(“Platform Terms”)
Unacademy and Platform Educator shall individually be referred as a “Party” and collectively as “Parties” for the purposes of these UA Store Terms.
UA Stores is a service offering by Unacademy where it allows any third-party educator / institute viz. the Platform Educator the access to create a profile on the Platform (“Partner Profile”) to enable the Platform Educator to offer its courses on and through the Platform (“Collaboration”).
Please read these UA Store Terms carefully and thoroughly, along with the Platform Terms as they will govern the Collaboration. By registering, browsing, or accessing the Platform and by executing a SOW (defined below) you agree to be bound by these UA Store Terms and all terms, and incorporated policies, Platform Terms (collectively the “Store Agreement”).
Capitalized terms used herein and not defined shall have the meaning given to them in the Platform Terms.
“Affiliate” shall mean with respect to a Party, an entity that directly or indirectly, through one or more intermediaries, is ‘controlled’ by such Party.
“Cohort” and/or “Cohorts” shall mean cohort-based Sessions to be conducted by the Platform Educator on the Platform through the Partner Profile or dissemination of Content by the Platform Educator on the Platform through the Partner Profile.
“Cohort Schedule” shall mean the detailed schedule of the Cohorts and the Sessions under a Cohort agreed through a SOW.
"Confidential Information" shall mean and include (i) these UA Store Terms; (ii) Unacademy IP; (iii) any communication / correspondence between Unacademy and the Platform Educator including any data exchanged in such communication / correspondence and any other information which is typically ‘confidential’ in nature disclosed by Unacademy to the Platform Educator in the course of enabling access or creating Partner Profile on the Platform.
Confidential Information shall not include information that is:
“Content” shall mean any and all content created, developed and / or licensed (either directly or indirectly through Representatives) and, thereafter, provided by Platform Educator under these Store Terms to be hosted on the Platform or distributed to the Learners, which shall include but not be limited to, the Sessions, questions, reading material, notes and solutions in the Cohorts.
"Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
“Disclosing Party” shall mean the Party disclosing any information.
“Intermediary” shall mean ‘intermediary’ as defined under the Information Technology Act, 2000 read with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended from time to time, or other similar laws in jurisdictions other than India.
“Learner(s)” shall have the meaning assigned under the Platform Terms; and in reference to this Store Agreement, the terms shall mean and include the user(s) who have enrolled or purchased a subscription of any Cohort and / or Session of the Platform Educator on the Platform.
“License Period” shall mean the license period for a Cohort and/or the Session agreed through SOW.
“Lock-in” shall mean the lock-in period of the Store Agreement as agreed through SOW.
“Receiving Party” shall mean the Party receiving any information.
“Representative” in relation to the Platform Educator shall be deemed to include its employees, third party contractors and its educators / teachers (irrespective of the nature of contract / arrangement between the Platform Educator and such person).
“Session” shall mean any live stream and/or any recorded version (including of any of the live streams) conducted as part of any Cohort conducted on the Platform.
“SOW” shall mean the statement of work mutually agreed and executed by the Parties from time to time detailing the deliverables of the Platform Educator along with the commercial terms for such Deliverables and commercially agreed mutual obligations of Parties with respect to the Collaboration.
“Unacademy IP” shall mean all information and materials (in whatever form or media) provided to the Platform Educator by or on behalf of Unacademy including but not limited to the Platform, Unacademy Software and Unacademy Content (as defined in the Platform Terms).
“Unacademy Software” shall mean any software, underlying source and object code, instructions embedded in any form of digital documents, owned by, or licensed to, the Unacademy and installed or delivered by Unacademy on software or hardware equipment used by Platform Educator including but not limited to computers, diskettes, CDs and/or other media available to Platform Educator and all data, information, or material residing on Unacademy’s computer servers or cloud;
These Store Terms shall govern the principal terms and conditions of the Collaboration while the details of the activities stipulated for Cohorts under the Collaboration shall be agreed and executed through individual SOWs.
The SOWs may be executed periodically, and the terms and conditions of a SOW shall be binding on the Parties.
In the event of conflict or inconsistency of terms or conditions between a SOW, the UA Store Terms, and/or the Platform Terms, then the terms or conditions shall prevail in the following order of precedence: (i) SOW; (ii) Store Terms, and (iii) Platform Terms, unless expressly specified otherwise.
The Platform Educator shall be granted a limited license to create a Partner Profile on the Platform through which the Platform Educator will offer Cohorts to the Learners.
The details of the Cohort, including but not limited to, the minimum number of Cohorts, number of Sessions per Cohort, licenses, payment terms and any additional obligations related to the Cohort, payment terms / consideration, refunds, Learners’ support, rescheduling and penalty fee and mutually agreed deliverables under the Collaboration shall be agreed in the SOW..
The Platform Educator shall be responsible towards hiring its own Representatives who will conduct the Cohort . The Platform Educator agrees that it shall, at all times, be solely responsible for all statutory compliance, taxes, filings and payments under applicable laws with regard to its Representatives.
The Platform Educator shall be solely responsible towards the conduct of the Cohorts and Sessions according to the Cohort Schedule and any Content relating to the Cohort and the Sessions. Unacademy is only an Intermediary and shall not at any point of time be required to check the quality or veracity of the Content that is provided in a Cohort / Session by the Platform Educator.
The Platform Educator agrees that the breach of the terms and conditions in these UA Store Terms, SOW and / or of the Platform (as applicable to Platform Educators) by a Representative or educator of the Platform Educator will be dealt with in a manner as agreeable to the Unacademy and always ensuring the interests of Unacademy (including economic and reputational) are not prejudiced in any manner.
Unacademy shall provide such sales and marketing support to the Platform Educator (as agreed in SOW) however, Unacademy does not assure or represent in any manner that the Learner will purchase a Cohort being offered by the Platform Educator.
Unacademy shall provide technical assistance for the use of the Platform. Whilst Unacademy shall use its best efforts to ensure that the Platform operates without any disruptions, it does not make any commitment, warranty, or guarantee that the Platform will operate in a timely, uninterrupted, or error-free manner. Unacademy shall endeavour to ensure that any technical issues, bugs or other product issues shall be addressed in a timely and efficient manner. Unacademy may also, at its discretion, modify the features, availability, operation and/or look and feel of the Platform from time to time.
Platform Educator further agrees that Unacademy shall have the right to determine the time, place, method and manner of advertising, promotion and other exploitation of the Content and provided that, for any exploitation requiring the presence of the Platform Educator or its Representatives, Platform Educator agrees to make itself and its Representatives available as per mutually agreed timelines.
All payments from Learners shall be collected by Unacademy on the basis of the fee structure for Sessions and Cohorts agreed in the SOW.
It is agreed that all payments made by Unacademy to the Platform Educator shall be in the manner as agreed in the SOW.
The Parties agree and confirm that the consideration structure and timelines agreed upon in the relevant SOW are sufficient for the performance of Parties’ respective obligations under this UA Store Terms.
All consideration shall be exclusive of Goods and Services Tax (“GST”) as may be applicable unless specified otherwise. All GST and other taxes (as applicable) shall be allocable between the Parties in the same proportion as the revenue share agreed in the SOW. Any payments made by Unacademy to Platform Educator shall be subject to deduction of Tax Deducted at Source and other deductions as may be applicable as per applicable laws or as agreed in the SOW and that each Party shall be responsible for its own individual taxation obligations under applicable laws.
Platform Educator agrees and confirms that Unacademy shall have the right and license to use, and to sub-license to others to use: (a) Platform Educator’s name, image, likeness and biographical material for advertising, promotion, and other exploitation of Platform Educator and; (b) the Content and the other rights granted hereunder; in each case, for the purpose of these UA Store Terms. As regards (b), the Platform Educator shall grant a sole and exclusive, irrevocable, sub licensable, worldwide license to any Content (including the Cohorts and Sessions) delivered and such license shall be valid for the License Period.
The Platform Educator agrees that in addition to the terms and conditions in these UA Store Terms and relevant SOW, the Platform Educator shall be bound by the Platform Terms.
Platform Educator understands and confirms that during the term of the Store Agreement, the Platform Educator shall not, and shall ensure that none of its employees or Representatives shall, at any time make any statement (written or oral on any medium), post or publish any Content, comments or act in any way which will amount to harassment or disparagement of the Unacademy, its employees or Representatives, any other ‘user’ (as defined from time to time in terms and conditions on Platform), a Learner, an institute or any other Platform Educator. If Unacademy becomes aware of any such instance, then Unacademy in its sole discretion shall have the right inter alia to take down any such Content.
Platform Educator agrees, understands and confirms that it or its Representatives shall not make any statement or comments nor shall any of the Content contain any material that hurts religious sentiments, are political in nature, is against or discriminatory or defamatory towards any individual, caste, religion or sex or engage in any activity that is of similar nature or has similar effect. If Unacademy becomes aware of any such instance, then Unacademy in its sole discretion shall have the right inter alia to take down any such Content on the Platform including by virtue of it being an intermediary.
The Platform Educator undertake that it/they or their Representatives will not at any time, do any act which might prejudice the goodwill and / or reputation of Unacademy.
The Platform Educator agrees not to interact with any media, press or with any social media platforms, discussion sites or websites in relation to the Store Agreement, Collaboration or in respect of Unacademy or the Platform without the prior written consent of Unacademy.
The Platform Educator represents, warrants and covenants that the Content on the Platform will not contain third party copyrighted material or material that is subject to other third-party proprietary rights, unless the Platform Educator has permission from the rightful owner of such Content to use and disseminate such Content or is otherwise legally entitled to post the Content and to grant Unacademy all of the license and sub-license rights granted herein.
Furthermore, Platform Educator confirms that the Content shall not: (a) be false, inaccurate or misleading; (b) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation; (d) be defamatory, unlawfully threatening or unlawfully harassing; (e) be obscene or contain pornography; or (f) contain any viruses, trojan horses, worms, cancelbots or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
In the event that the Content is removed from the Platform at the discretion of Unacademy prior to the expiry of the License Period, the Platform Educator understands and unconditionally agrees to:
The Platform Educator agrees and accepts that during the Term of the Store Agreement (as may be set out in the SOW) the Platform Educator shall work exclusively for any online education with Unacademy only. Further, the Platform Educator shall not enter into any new transaction which relates to online teaching or education, book deals, mobile application, YouTube Channels or other social media channels, on its own or with any third party without first obtaining written consent for the same from Unacademy.
The Platform Educator agrees that the nature of Unacademy’s business is such that if the Platform Educator were to become engaged in any commercial or other partnership or collaboration, or substantially involved in, the business of a competitor of Unacademy during the Term, such engagement, employment or involvement would present a risk of actual disclosure of Unacademy's business plans, strategies and Confidential Information. Thus, during the Term, the Platform Educator agrees not to directly or indirectly engage in (whether as an institute, employee, consultant, agent, proprietor, principal, partner, major stockholder, content provider, educator, corporate officer, director or otherwise), nor have any ownership interest in, nor participate directly or indirectly (whether on his own or through his Affiliates, family members, relations, friends and other associates) in the financing, operation, management or control of, any person, firm, corporation or business that is competitive with the Unacademy and / or its businesses. The Platform Educator hereby covenants with Unacademy that the consideration payable to it under the Store Agreement is sufficient in all circumstances in order to protect the goodwill related to the business of Unacademy and a post-termination restriction in the manner set out above is reasonable and necessary.
The Platform Educator covenants with Unacademy that during the Term and 3 (three) months thereafter, the Platform Educator shall not either directly or indirectly solicit, induce, recruit, interview, attempt to hire or encourage any individuals to leave Unacademy’s (or any of its Affiliates’) employment or employ, terminate any agreement, association or relation for any reason, or interfere in any other manner with the relationship of such individual with Unacademy, at the time existing between the Unacademy (or any of its Affiliates/subsidiaries) and its current or prospective educators/employees.
All Confidential Information provided by Disclosing Party to the Receiving Party under the terms of the UA Store Terms and / or the SOW shall be subjected to the highest standard of confidentiality and will only be used for performance of the obligations under the terms of the Store Agreement and that that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of the IP contained therein. Receiving Party acknowledges and agrees that all Confidential Information constitutes valuable, special and unique assets of the business of the Disclosing Party. Accordingly, the Receiving Party agrees that, in the event of any breach of the confidentiality obligations under the Store Agreement, in addition to any other remedies at law or in equity, the Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. The Receiving Party shall:
Each Party hereby represents and warrants to the other that:
Unacademy has entered into the Store Agreement in reliance of the representations and warranties made hereunder by the Platform Educator; and
There shall be no presumption of knowledge imputed to Unacademy and Unacademy shall be entitled to completely rely on the representations and warranties made by the Platform Educator.
The Platform Educator hereby further represents and warrants to Unacademy with respect to the Content that it:
The Platform Educator shall indemnify, defend and hold harmless Unacademy, its officers, employees, agents, licensees, Learners, subscribers and educators and users against any and all damages, claims, losses, demands, actions, causes of action, suits, litigation, costs and expenses (including, without limitation, reasonable attorneys' and consultants' fees), asserted against, suffered or incurred and arising out of, resulting from or relating to:
Every time there is a SOW being executed between the Parties, these UA Store Terms will become applicable and shall remain in force until the expiry of the term of the SOW (“Term”).
Unacademy shall have the right to terminate the Store Agreement for ‘cause’ (including during the Lock-in) immediately in each of the following scenarios:
The Platform Educator shall have the right to terminate, even during the Lock-in, in the event Unacademy fails to make the payments to the Academic Provider in the manner and within the timelines set out in the SOW.
Either Party may terminate the Store Agreement (including during the Lock-in):
immediately, if there is a change in Control of the other Party. It is clarified that bona fide equity financing of the Unacademy shall not constitute a change in Control.
Consequences of Termination
Termination of these UA Store Terms will result in the automatic termination of all the SOWs as well. Provided that, such termination shall not discharge the Platform Educator from its obligation to complete all the ongoing Cohorts / Sessions at such time till the completion of such Cohorts / Session, in order to ensure that the Learners are not prejudiced in any manner whatsoever.
Depending on the severity of the issue and at its discretion, Unacademy may choose not to terminate the Store Agreement for the breaches attributable to the Platform Educator and may instead impose penalties as given below or waive off the requirement of penalties with warning(s).
The Platform Educator shall pay the penalty, as applicable, set out below, within 15 (fifteen) days of termination of the Store Agreement.
The Platform Educator shall return all assets, material, data or equipment provided by Unacademy to the Platform Educator / its Representative in relation to the Store Agreement and/or for the purpose of fulfilling the obligations under the Store Agreement, including but not limited to pen tabs, mobile phones, documents, marketing material and any other electronic or non-electronic equipment or data (“Unacademy Assets”).
All pending payments, as payable, on the basis of the SOW, shall be paid to the Platform Educator in the manner set out in such SOW. However, payments shall only be made for all legitimate work that is not the subject matter of any violation or dispute and payments shall not be made for the work that is the subject matter of any breach by the Platform Educator.
Effect of Termination
Termination of the Store Agreement shall be without prejudice to all the rights and remedies under Applicable Law available to the Parties, including the right to seek, as an alternative to termination, specific performance of obligations under the Store Agreement or seek losses for the breach committed by any Party during the period prior to such termination or termination of the Store Agreement without sufficient days’ notice required as per terms of the Store Agreement.
The expiry or termination of the Store Agreement shall not relieve any Party of any accrued rights prior to the date of expiry or termination.
In the event that a warning has been issued by Unacademy where it chooses not to terminate, any subsequent breach by the Platform Educator shall be treated as a fresh one entitling Unacademy to exercise any or all of its rights under the Store Agreement.
In the event the Platform Educator breaches the Lock-in or if any of the termination events attributable to the Platform Educator as set out above occur or for reasons of ‘cause', the Platform Educator shall also be liable to a pay a penalty up to 100% of the ‘total amount’ payable pursuant to the Store Agreement (as agreed in all the SOWs combined) to the Platform Educator, whether actually paid or not.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UNACADEMY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LOSSES OR EXPENSES OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICES RENDERED THROUGH THE PLATFORM (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR ANY OTHER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UNACADEMY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE UNDERSTAND THAT, IN SOME JURISDICTIONS, WARRANTIES, DISCLAIMERS AND CONDITIONS MAY APPLY THAT CANNOT BE LEGALLY EXCLUDED, IF THAT IS TRUE IN YOUR JURISDICTION, THEN TO THE EXTENT PERMITTED BY LAW, UNACADEMY LIMITS ITS LIABILITY FOR ANY CLAIMS UNDER THOSE WARRANTIES OR CONDITIONS TO SUPPLYING YOU THE SERVICES THROUGH THE PLATFORM AGAIN.
YOU SPECIFICALLY ACKNOWLEDGE THAT UNACADEMY SHALL NOT BE LIABLE FOR CONTENT OR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOU UNDERSTAND AND AGREE THAT THE PLATFORM IS PROVIDED "AS IS" AND UNACADEMY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. UNACADEMY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PLATFORM OR THAT THE SERVICES RNEDERED NY THE PLATFORM WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE PLATFORM IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE PLATFORM. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM REMAINS WITH YOU. UNACADEMY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM. USE IS AT YOUR OWN RISK.
Any dispute or claim arising from or relating to these UA Store Terms or the SOW is subject to the governing law, disclaimer of warranties and limitation of liability, any binding arbitration, and all other terms as mentioned in the Platform Terms.
Entire Agreement: These UA Store Terms (along with SOWs) constitute the entire agreement between the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.
Amendment & Waiver: Unacademy reserves the right to make changes to these UA Store Terms at any time by posting the revised terms. To the maximum extent permitted by law, your continued use of the Platform or continuing in the Collaboration following any changes will constitute your acceptance of such changes.
Notice: All notices and other communications given or made pursuant to the Store Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, or (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, or (c) 5 days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) 1 day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the address and emails mentioned in the SOW or as exchanged between the Parties.
Severability: If any term or condition of these UA Store Terms are deemed invalid, void, or for any reason unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.
Waiver: Our failure to insist upon or enforce your strict compliance with these Service Terms will not constitute a waiver of any of our rights.
Intellectual Property: All the Intellectual Property rights and ownership in Unacademy IP shall at all times be solely and exclusively with Unacademy and in the Content shall be with the Platform Educator (except to the limited extent of the license granted to Unacademy).
Assignment: Unacademy may assign its rights and obligations in the Store Agreement to any third-party (including an Affiliate) at its sole discretion. The Store Agreement and all rights and obligations hereunder shall not be assigned by the Platform Educator at any point in time without the prior consent of the Unacademy.
No Agency: The relationship between Parties shall be on principal-to-principal basis, and nothing in the Store Agreement makes either Party the agent or legal representative of the other Party for any purpose.
UA Store Terms – Version 1
Updated on <<>> January, 2023