This document outlines the standard contractual terms and conditions that apply to the provision of any products or services by Origin Learning Solutions Pvt Ltd (“Origin”) to the entity identified in the Order Form (“Client”). These terms are incorporated into the Order Form. The Order Form together with these Terms is the “Agreement.” Origin and the Client may be referred to herein as a “party” and together as the “parties.”
2.1. “Account” means the Client’s profile and Platform account that can be accessed by using a username and password.
2.2. “Content” means all visual, audio, and audio-visual content and materials that the Client or Client’s Users post or upload to, or disseminate, distribute or transmit through, the Platform or Portal including all videos, pictures, photographs, text, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other content and materials.
2.3. “Data Protection Legislation” means all applicable regulations and laws pertaining to the processing of private and personal data, including the General Data Protection Regulation (GDPR) and any statutory instrument, order, rule, or regulation made from time to time, amended, extended, reenacted, or consolidated.
2.4. “Documentation” means any and all user manuals, instructions, videos, brochures, or similar media relating to the use of the Origin Fractal Platform provided by Origin.
2.5. “Intellectual Property Rights” means all intellectual property rights, including rights in software and computer programs, copyrights, database rights, discoveries, concepts, domain names, patents, secret, or other processes, technologies, know-how, inventions, ideas, improvements, information, trade secrets, business methods, logos, documents, manuals, designs, trademarks, anywhere in the world existing now or in the future (whether any of the foregoing is registered or unregistered and including any application or right of application in relation to any of them).
2.6. “Order Form” means any order for the provision of products and/or services signed by the Client.
2.7. “Platform” means the online learning platform, including all documentation, manuals, videos, and software in or accessible through the Platform, excluding Clientcontent.
2.8. “Portal” means the Top-Level Portal and Sub-Portals, together.
2.10. “Service(s)” means the Platform provided by Origin in a hosted environment on the cloud, together with any other Origin material related products and/or offerings to be provided by Origin as described in the Order Form.
2.11. “SaaS” means any cloud-based courseware, Software, hosting services, and Support Services, if any provided by Origin to the Client as stated in the Order Form.
2.12. “Support” means the customer support available to the Client in relation to the Platform as outlined in Section 5 of this Agreement.
2.13. “Software” shall mean the Software or Program(s), if any provided by Origin to the Client under this Agreement.
2.14. “Sub-Portal” means one or more web-based Sub-Portals (each with a unique login domain) established by the Client on the Platform to deliver training courses and content to Users. Each Client Order Form will state the maximum number of Sub-Portals that can be created.
2.15. “Top-Level Portal” means the level of the portal the Client establishes when an account is created on the Platform to deliver content, training, and courses to Users.
2.16. “User” means an individual who is authorized by the Client to use the Service, the learning Portal, and the individual has paid for such use and signed a User Contract. The maximum number of Users will be stated in the Client’s order.
2.17. “User Contract” means the terms on which the Client grants each User access to and use of its Portal and the Platform. The Client’s User Contract must be at least as protective of Origin and the Platform as this Agreement. If the Client chooses to make their Portal and the Platform available to the Users without a written User Contract, the Client acknowledges and agrees that the Client is solely liable and responsible for the Users’ compliance with the requirements set forth in this Agreement.
(a) maintain the confidentiality and security of passwords, (b) obtain from Users any consents necessary under this Agreement to allow Origin to provide the Services, and (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and (d) notify Origin promptly of any such unauthorized access or use of which it learns. The Client shall not (and shall not permit Users to): (i) sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Service or the Application Program Interface (“API”) to any person, firm, or entity except as expressly authorized herein, access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (ii) modify, adapt, alter, or create derivative works from the Service or the API or to merge the Service or any subpart thereof (including proprietary markings) with other Services or Software, or (iii) remove or modify any proprietary markings or restrictive legends in the Service.
The Client will take all steps to enforce Origin’s rights against any particular User and or procure compliance by a User with the terms of this Agreement, which may include restricting specific Users access to the Client’s Top-Level and/or Sub-Portal(s). Origin reserves the right to restrict or disable, either on a temporary or permanent basis, access to the Platform (including Client’s Sub-Portals) and/or to delete one or more of the Users Accounts. Origin will not permanently disable the Client’s Account without notifying the Client and giving the Client an opportunity to cure such noncompliance, if curable.
Origin will at the Client’s expense, make available to the Client, the information necessary for compliance with the obligations laid down in Article 28 of the GDPR to allow for and contribute to audits, including inspections conducted by the Client or another auditor authorized by the Client. The inspections and/or audits shall be carried out after giving reasonable notice during normal business hours of Origin. Origin is dependent on the Client for directions as to the extent to which Origin is entitled to use and process the personal data. Thus, the Client shall indemnify Origin and its assigns for: (i) any claim brought by a data subject, any person, or a supervisory authority against Origin (and any damages, fines, awards, expenses, liabilities, and/or losses suffered or incurred by Origin) arising from any action or omission by Origin or its sub-contractor, to the extent that such action or omission resulted from the Client’s instructions except to the extent that the same has arisen out of non-compliance by Origin or its subcontractors with their obligations under Data Protection Legislation; and (ii) any damages, fines, awards, expenses, liabilities, and/or losses suffered or incurred by Origin (and/or its permitted assigns) arising as a result of a breach by the Client of the Client’s obligations under Data Protection Legislation.
Client warrants and represents that the Client has obtained and/or has in place, all necessary consents, approvals and/or valid legal basis for the lawful transfer of personal data to Origin for the purposes of these Terms and the provision of services by Origin.
The Client will indemnify and defend Origin from and against any and all losses, liabilities, and claims (including reasonable attorneys’ fees) arising out of any claim by a third party regarding: (a) an allegation that the Client Content infringes or misappropriates the intellectual property rights of that third party; or (b) use of the Service by the Client (or any User) in violation of this Agreement. The party seeking indemnification (the “Indemnified Party“) shall provide the other party (the “Indemnifying Party“) with prompt written notice upon becoming aware of any claim subject to indemnification hereunder and shall provide reasonable cooperation to the Indemnifying Party in the defense of or investigation of any claim, suit, or proceeding. The Indemnifying Party, at its option, will have sole control of such defense, provided that the Indemnified Party is entitled to participate in its own defense at its sole expense.
The Indemnifying Party shall not enter into any settlement or compromise of any such claim, suit, or proceeding or without the Indemnified Party’s prior written consent, except that the Indemnifying Party may without such consent enter into any settlement of a claim that resolves the claim without liability to the Indemnified Party and without impairment to any of the Indemnified Party’s rights or requiring the Indemnified Party to make any admission of liability.
If Origin is unable to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God, earthquakes, hacker attacks, actions or decrees of governmental bodies, changes in applicable laws, or communication or power failures, such obligations will be suspended so long as those circumstances persist.
This Agreement shall be interpreted, governed, and construed by the laws of India and courts of Chennai without regard to principles of conflict of laws.
Origin is acting in performance of this Agreement as an independent contractor to the Client. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Amendments to this Agreement must be made in writing and signed by both parties unless otherwise specified in the Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and any prior representations, statements, and agreements relating thereto are superseded by the terms of this Agreement.
The Client shall not assign this Agreement, in whole or in part, to any entity without Origin’s prior written consent. Any attempt to assign this Agreement, in whole or part, in contravention of this Section 16, shall be void. This Agreement shall be binding upon,and shall inure to the benefit of the parties hereto, and their successors and permitted assigns. Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
The Client agrees to allow Origin to use its name, logo, and non-competitive use details in both text and pictures in its various marketing communications and materials, in accordance with the Client’s trademark guidelines and policies. Any terms that by their nature survive termination or expiration of this Agreement, will survive (including, but not limited to, Sections 9, 10, 15, 16, 22, and 23.)