These terms and conditions (“Terms”) describe the terms under which Lalia Private Limited, or any of its Affiliates (“Lalia” “Us”, “We”, “Our”) provides to Users who create an account with Us (“You”, “Your”), access and use of Our Services.
You and Us are individually referred to as “Party” and collectively as “Parties”.
1. GRANT OF RIGHTS
In furtherance to the Customer being granted a right to access and use the Services in accordance with the Terms of Service, a limited, non-exclusive and revocable right to use and access the Services under the Customer Account is extended to You, as the Customer’s User, for the Customer’s internal business purposes, solely during the Term (defined below), in accordance with these Terms. You and the Customer shall be, jointly and severally, liable for any breach of these Terms.
2. RESTRICTIONS ON USE
2.1. Acceptable Use: You agree not to (a) distribute, license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; (b) modify, adapt, decompile, disassemble, reverse engineer or hack the Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (c) alter, remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Services; (d) use the Services to develop a product that is functionally compatible with or competitive to the Services ; (e) transmit through Services any material that contains software viruses or any other computer codes, files programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; (f) use the Services to store or transmit any content that infringes upon any person’s intellectual property or proprietary rights, violates applicable law, including privacy and data protection laws, is racist, hateful, abusive, libelous, obscene, or discriminatory; (g) violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Lalia Private Limited and (h) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means).
2.2. User Registration: If You choose or are provided with a user identification code, login, password or any other piece of information as a part of security procedures for the creation of a User account and access to the Services, You shall not disclose it to any third party. We have the right to disable Your identification code or password, whether chosen by You or allocated by Us to You, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions under these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your account as a result of non-compliance of Your obligations under this clause.
You shall be responsible for the acts or omissions of an individual or third-party to whom You permit access to the Services through Your login ID.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. We own and retain all Intellectual Property Rights in and to the Services, including the Software and Documentation.
3.2. If You choose to provide Us any suggestions, recommendations or other feedback about the Services (“Feedback”), We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any such Feedback.
3.3. You acknowledge that You are obtaining only a limited right to use and access the Services and that no license, title or interest is being conveyed to You under these Terms. All rights not expressly provided to You herein are reserved by Us.
4. TERM, TERMINATION AND SUSPENSION
4.1. Term: The term of Your User account shall be co-terminus with the Terms of Service entered into by the Customer (“Term”).
4.2. Termination and Suspension by Us: We may suspend and/or terminate Your access to the Services if (a) You materially breach these Terms; (b) We are required to comply with applicable laws or a legal process; (c) We are instructed to do so by the Customer; or (d) We reasonably believe that Your use of the Services causes harm or liability to Us, another User, or any third-party.
4.3. Termination by Customer: You acknowledge that the Customer will have the right to terminate Your User account at any time.
5. CONFIDENTIALITY AND DATA PRIVACY
5.1. You will protect Our Confidential Information from unauthorized use, access or disclosure in the same manner as You protect Your own Confidential Information, and in any event, You shall not use less than industry standard technical and organizational safeguards designed to protect Our Confidential Information. Except as otherwise expressly permitted pursuant to these Terms, You may use Our Confidential Information solely to exercise Your respective rights and perform Your respective obligations under these Terms and shall disclose such Confidential Information solely to those Users, employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
5.3.You acknowledge and agree that We and Our group companies may access or disclose information about You (a) in order to comply with the law or respond to lawful requests or legal process; or (b) to professional advisors to prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
6. DISCLIAMER OF WARRANTIES AND LIMITATION OF LIABILITY
6.1. THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE AND ANY SOFTWARE) IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LALIA PRIVATE LIMITED MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (II) THE RESULTS OF USING THE SERVICE (OR ANY USER SUBMISSION(S)) WILL MEET USER'S REQUIREMENTS. USER'S USE OF THE SERVICE IS SOLELY AT USER'S OWN RISK.
6.2. IN NO EVENT SHALL LALIA PRIVATE LIMITED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY CONTENT, PROGRAMS OR INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER'S USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) SGD500 IN ADDITION, LALIA PRIVATE LIMITED SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER'S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES).
7.1 You shall indemnify and hold harmless Us and Our officers, directors, employees, contractors, suppliers and representatives from and against all claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of any third-party claim arising from a breach of Your obligations aunder these Terms.
8.1. Amendments and Modifications: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of any material revisions not less than ten (10) days prior to the effective date of any amendments to these Terms and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. You can review the most current version of the Terms at any time by visiting this page.
8.2. Assignment: These Terms and any rights or obligations hereunder may not be assigned by You without Our prior written consent. These Terms bind, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
8.3. Entire Agreement: These Terms, together with any annexures, incorporated by reference into this Terms constitute the entire agreement, and supersede any and all prior agreements between You and Us with regard to the subject matter hereof.
8.4. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for failure in Our obligations under these Terms caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control.
8.5. Governing Law and Dispute Resolution: These Terms shall be governed by the laws of Singapore without regard to conflict of law principles and the Parties hereby expressly agree to submit to the exclusive personal jurisdiction of the courts at Bangalore. Any disputes or differences arising under, relating to or connected with these Terms shall be resolved by mediation first, failing which they shall be resolved by final and binding arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force.
8.6. Notices and Consent to Electronic Communications: Notices will be in writing and will be delivered personally (which will include delivery by courier or reputable overnight delivery service) or sent by certified mail return receipt requested or by email, to the address provided by You at the time of registration or creation of a User account for the Services. Items delivered personally will be deemed delivered on the date of actual delivery. Items sent by certified mail will be deemed delivered on the date the return receipt is signed. Items delivered by email will be deemed delivered on the first business day after sending the email. A Party may change its contact information by a written notice delivered in accordance with this clause.
8.7. Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
8.8. Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.
8.9. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 3 (Intellectual Property Rights), 4 (Term, Termination and Suspension), 5 (Confidentiality and Data Privacy), 6 (Disclaimer of Warranties and Limitation of Liability), 7 (Indemnification), 8 (Miscellaneous) and 9 (Definitions) shall survive any termination or expiration of these Terms.
8.10. Contact Us: You may contact Us at email@example.com if You have any enquiries on these Terms.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
API: means the application programming interfaces developed, enabled by or licensed to Lalia Private Limited that permits certain functionalities provided by the Services.
Confidential Information: means all information disclosed by Us to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which
(a) was publicly known and made generally available in the public domain prior to the time of disclosure by You;
(b) becomes publicly known and made generally available after disclosure by Us to You through no action or inaction of You;
(c) is already in Your possession at the time of disclosure by Us as shown by the Your files and records prior to the time of disclosure;
(d) is obtained by the You from a third party without a breach of such third party’s obligations of confidentiality;
(e) is independently developed by You without use of or reference to Our Confidential Information, as shown by documents and other competent evidence in your possession; or
(f) is required by law to be disclosed by You, provided that the You shall, to the extent legally permitted, give Us written notice of such requirement prior to disclosing so that the We may seek a protective order or other appropriate relief.
Customer: means the entity that enters into the Terms of Service with Us and on whose behalf You are provided access to the Services.
Customer Account: means the account or instance created by the Customer or on the Customer’s behalf for access and use of the Services.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Us to Customer or Customer’s Users through the Services or otherwise.
Intellectual Property Rights: means all rights and title in and to any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied in the foregoing, and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future.
Terms of Service: means the agreement entered into between Us and the Customer.
Process(ing): means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Personal Data: means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular byreference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Services: means the English-learning proprietary platform of Lalia Private Limited enabling English acquisition, critical-thinking solutions, proficiency altering content or any new services that Lalia Private Limited may introduce as a Service to which Customer may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, Software, the API and any Documentation.
Software: means software provided by Lalia Private Limited (either by download or access through the internet) that allows You to use any functionality in connection with the Services.
User: means those who are designated users of a Customer within the Services, including an Account administrator, employee, shareholder, auditor, lawyer, founder and other designated users.