Terms & Conditions of LOSMAT
LO Technology Services Pvt. Ltd is a private limited company incorporated under the Companies Act, 1956, having its corporate office at 260/50/31 , 16 GPA,Prabhavathi Rishab,Bangalore - 560 068, KA, India and development office at LO Technology Services Pvt LTD, 2nd floor, Kakkanattu Building, Athirampuzha, Kottayam - 686562, Kerala, South India("Provider" or "Licensor"). The Licensors engaged in the business of developing, marketing and operating a cloud-based platform for educational institutions including schools, colleges, tuition centers etc. ("Institutions") that provides the Institutions with software solutions including the Product and Services (as defined below). The Product of the Licensor is available for use through https://www.losmat.com and the Losmat mobile applications (collectively referred to as "Website").
Please read the following Terms and Conditions carefully before subscribing to the Product and Services offered by the Licensor. These Terms and Conditions deal with the conditions relating to the Product and Services offered by the Licensor and the License (as defined below) of the Product to the Licensee and the Licensee's agreement to be bound by these Terms and Conditions.
From time to time, the Licensor may amend these Terms and Conditions at any time with a notice to You of the same. Unless otherwise specified by Licensor, Your continued use of the Product without canceling the Subscription (as defined below) for a period of 30 (thirty) days will constitute Your acceptance of the amendment. Licensor will use reasonable efforts to notify the Licensee of the changes through communication via the registered email or other contact details provided by the Licensee.
Subject to the Licensee subscribing to the Product in accordance with these Terms and Conditions, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable right permitting the Licensor to use the Product("License") during the period for which the Subscription has been sought("License Term").
Upon subscription and payment of the License Fees (as defined below), the Licensor shall grant to the Licensee, a log-in ID and password for use ("Admin ID"). The authorized representative of the Licensee shall have the right to create more sub-ID's/sub-profiles for the staff, parents and other representatives to use. The Parties agree that such sub-ID's and Sub-profiles shall be created by the Licensee at its own risk and any issue, including confidentiality issues, arising due to use of the Product by such sub-Id's/sub-profiles shall be the sole liability of the Licensee.
Upon creation of such sub-ID's/sub-profiles, the Licensee shall ensure that such users comply with the terms and conditions mentioned herein as well as the Additional Documents mentioned on the Website.
All the terms and conditions under this Agreement shall be applicable to the sub-profiles and sub-ID's and the use of the Product by such persons through sub-profiles and sub-ID's shall be subject to the acceptance and acknowledgment of this Agreement along with the terms of the Additional Documents.
The sub-profile and sub-ID holders agree and understand that the information and data available through the Services is provided by the Institution and other sub users and the Licensor shall not be liable for the accuracy and correctness of such information and data. The Institution shall be solely liable for the same.
The Services provided by the Licensor through its Website are ("Services" or "Product"):-
The Licensor has developed a cloud-based platform, which it makes available to Licensee. The platform is used for maintaining the record and facilitating all the processes of the Institution, from the admission of new students to graduation and thereafter. The platform is further used to manage classroom and examination timetables, attendance, examination details, hostel information and details, library information and functioning details, transportation arranged by the Institution, events organized by Institution and other Institutional activities and processes and any other services provided by Licensor from time to time. The platform provides an option to the Institutions and parents of the students to stay updated with regular updates regarding the examination, attendance etc. by SMS and other modes adopted by the Licensor from time to time.
Licenses are available for different types of Subscription Packages, The Services shall be provided to the Licensee in accordance with the option opted by it in the Subscription Agreement.
The License Term shall be the term of the License and shall be the period as agreed upon between the Parties in the Subscription Agreement. The Licensee may subscribe to the different subscription plans.
This License Agreement and the License granted hereunder shall become effective from the date on which the License is initiated ("Effective Date") and shall continue in terms of this Agreement unless terminated in accordance with the same. The Effective Date shall be the date on which the Product and Services are made available to the Licensee.
The License Fees or Subscription Fees shall be payable on the basis of the Subscription opted by the Licensee in terms of (i) the License Term; (ii) the billing cycle, i.e., monthly, quarterly or annual; and (iii) based on the number of students. The details of the Subscription opted for by the Licensee along with the License Fees and Subscription Fees shall be in accordance with the Subscription Agreement.
All fees are non-refundable. The License Fees or any portions thereof paid in advance are also non-refundable if the Licensee chooses to cancel the License prior to the end of the License Term.
All amounts and fees stated or referred to in this Agreement are exclusive of tax, which shall be added to the Licensor's invoice(s) at the appropriate rate.
The Licensee agrees and warrants that for the purposes of the Product, the Licensee shall provide data and access to data and information in order to facilitate the use of the Product. Such data provided by the Licensee shall be data belonging to the Licensee and the Licensee shall own all rights, title and interest in and to all of the data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of its data ("Licensee Data").
The Licensee agrees and permits the Licensor to have access to Licensee Data for the purpose of the functioning of the Product and permits the Licensor to archive the Licensee Data and use it for the purpose of internal records only. Any use beyond the mentioned use shall be done only subsequent to written permission by the Licensee.
If the Licensee provides any information or data which is untrue, inaccurate, not current or incomplete (or become untrue, inaccurate, not current or incomplete) or provides information/data over which the Licensee has no rights, the Licensor may suspend or terminate the License and refuse all current or future use of the Product.
In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavors to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with its archiving procedure. The Licensor shall not be responsible for any loss or destruction of Licensee Data.
Each Party represents and warrants to the other that:
The Licensee warrants that it understands that for the proper and efficient functioning of the Product, it is imperative that the Licensee Data provided by the Licensee is correct and accurate and it will be liable for any issue arising due to incomplete or incorrect Licensee Data being used.
In the event of any legal issues/disputes between the Licensee and its authorized users (parents, students etc.), the Licensee accepts and acknowledges that it shall be solely liable for any such customer(s) or third party claims.
The Licensee warrants that the Licensee has complied with all laws, rules and regulations and obtained all permits to carry on its business, and any loss caused to the Licensor due to a default on the part of the Licensee regarding the same, shall be the liability of the Licensee and Licensee agrees and undertakes to make good such loss to the Licensor.
Licensor disclaims all other warranties express or implied, including without limitation, any implied warranties of merchantability, merchantable quality or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived.
The Licensee shall
The rights provided under this Agreement are granted to the Licensee only, and shall not be considered granted to any subsidiary, affiliate, holding company of the Licensee.
The Licensor shall ensure that the Product is licensed and performance is substantially in accordance with this Agreement. The Licensor shall not be liable for non-conformance which is caused by the use of the Product contrary to the Licensor's instructions, or modification or alteration of the Product by any party other than the Licensor or the Licensor's duly authorized contractors or agents. If the Product and performance do not conform with this Agreement, Licensor will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Licensee's sole and exclusive remedy for any breach of the Licensor's covenants set out in this Agreement. Notwithstanding the foregoing, the Licensor
The Licensor shall use commercially reasonable endeavors to make the Product available 24 hours a day, seven days a week, except for
The Licensee agrees to indemnify, defend and hold harmless the Licensor, its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by Licensor that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the Licensee pursuant to this Agreement. Further, the Licensee agrees to hold the Licensor harmless against any claims made by any third party due to, or arising out of, or in connection with, the Licensee's use of the Product or any claim that the Licensee has or will cause damage to a third party, the Licensee's violation of this Agreement, or the Licensee's violation of any rights of another, including any intellectual property rights.
The Licensor's trademarks, logos, images, service marks, trade names (collectively the "Trademarks") and other distinctive branding features displayed on the Website or on content available through the Website are registered and unregistered Trademarks of the Licensor and shall not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Licensor that appear on the Website or on or through the Website's Services, if any, are the property of their respective owners. The Licensee's misuse of the Trademarks displayed on the Website or on or through any of the Website's Services is strictly prohibited. All intellectual property rights pertaining to or associated with the Product shall be owned by the Licensor. The Licensee acknowledges and agrees that the grant of the License to the Licensee in accordance with this Agreement hereunder shall not, in any manner, tantamount to or be construed as an assignment of the Product or any rights associated therewith. The Licensee agrees that pursuant to the License, the Licensee has only obtained limited usage rights in respect of the Product in the manner and subject to the terms specified hereunder.
Any rights not expressly granted herein, are reserved to the Licensor. The Licensee agrees to abide by all copyright notices, information, or restrictions contained in any part of the Website. The Licensee must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Website.
Each Party will, during the License Term and on its expiry or Termination maintain strict confidentiality of all information received pursuant to or as a consequence of the License which is not and has not become public knowledge and will not disclose any of the same except to its employees who need to know the same for the purpose of this Agreement and will procure that such employees shall maintain the same in strict confidence and shall not use the same for any purpose except the performance of their duties under this Agreement.
Each Party shall hold the other's confidential information in confidence and, unless required by law or in order to comply with an order of any governmental or judicial / quasi-judicial authority, not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than in accordance with and for the purposes of this Agreement.
The Licensor may suspend or terminate the License upon occurrence of any of the events specified in this clause or elsewhere in this License Agreement.
The License shall stand terminated upon expiry of the License if not renewed according to this Agreement.
Either Party shall be entitled to terminate the License by giving a prior written notice of ninety (90) days to the other Party.
Not withstanding anything to the contrary contained herein, the License may be terminated by the Licensor, without any prior notice, and with immediate effect, if at any time.
Any rights to terminate this Agreement shall be without prejudice to the other rights of the Parties and shall not preclude the non-defaulting Party from claiming damages or indemnity or other compensation/claim against the defaulting Party unless otherwise specified herein.
Upon termination of License according to this Agreement, the Licensor shall:
Upon termination or suspension of the License, the Licensee shall no longer be entitled to use the Product and the Licensor may disable the Licensee's account and suspend the Licensee's access to the Product. The Licensee covenants that upon termination of this License Agreement, it will immediately pay all amounts owed to the Licensor.
The Licensor and/or its directors, officers, employees, affiliates and agents shall not be liable to the Licensee for direct, indirect, incidental, special or consequential damages of any kind whether based in contract, torts (including for negligence) or otherwise arising, from the use of the Product or any deficiencies or errors in the Services. Licensee's sole and exclusive remedy for any loss in any way connected to the Product or Service furnished by Licensor, shall be, at Licensor's option
To bring the performance of the Product into substantial compliance with the functional specifications.
Return of an appropriate portion of any payment made by the Licensee with respect to the applicable portion of the Product.
This Agreement shall be governed by and be construed in accordance with the laws of India.
The courts at Uttar Pradesh shall have exclusive jurisdiction on the matters arising from this Agreement.
Either Party shall have no liability to the other under this Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm provided that the other Party is notified of such an event and it's expected duration.
The courts at Uttar Pradesh shall have exclusive jurisdiction on the matters arising from this Agreement.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The Licensee shall not, without the prior written consent of the Licensor, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
The Licensor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
In the event any provision in this Agreement is determined to be unlawful, void or unenforceable, such provision shall be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from this Agreement and shall not affect the validity and enforce-ability of any other provisions.
This Agreement along with the Subscription Agreement and Additional Documents shall constitute the complete Agreement between the Parties with respect to the subject matter hereof and supersedes and extinguishes all/any previous agreements, understandings, undertakings and/or arrangements of any nature or representations, whether written or oral, relating to such subject matter.
Each Party acknowledges that there are no representations, inducements, promises, warranties, covenants, understandings, commitments or agreements relative here to which have been made orally or otherwise by any Party, or anyone acting on behalf of any Party, which is not fully expressed here in.
This Agreement may not be extended, modified or amended unless executed in writing and signed by the duly authorized executive(s) of the respective Parties.
Any terms of this Agreement, including License Fees, Confidentiality, Warranties and Representations, Limitation of Liability, Indemnity, Governing Law and Jurisdiction and those which by their nature are intended to extend beyond this Agreement's expiration or termination will remain in effect until fulfilled and will apply to respective successors and assignee of the Parties.