FLIPLEARN EDUCATION PVT. LTD.
USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT BEFORE USING Fliplearn.
KINDLY NOTE THAT USING THIS SOFTWARES/ CONTENT INDICATES YOUR ACCEPTANCE
This End User License
Agreement ("EULA" or the "Agreement") is an agreement between
FLIPLEARN EDUCATION PVT. LTD. ("FEPL"), as the licensor of the Software
(hereinafter defined) and YOU ("Licensee", the "End User"). The
Software includes all of the software and content, including updates or
modified software provided to you by FEPL, whether stored on media or
downloaded to any device via any method.
If you do not agree to
document, as changed from time to time, FEPL is unwilling to license the
Software to you and you must return the Software.
1.1. Definition Clause
- "End User" means the User or the Licensee along with their affiliates / partners.
- "Software" means the application and
content of digital curriculum material including animations, graphics, video,
audio etc which have been created, sourced and developed/ invented by FEPL
with considerable time and expense.
- "Device" means the hardware on which the
Software is to be used by You.
1.2. Software / Licensed Product
The Software is owned by FEPL and its
structure, organization and code are valuable trade secrets of FEPL. Except
as expressly set forth in this agreement, this EULA does not grant you any
intellectual property rights in the Software, and you cannot use the Software
except as specified herein.
- The Software is licensed, not sold. FEPL
grants you a limited license to use the Software only on one (1) PC/Laptop Device and one (1) mobile device. The
Software may create data files automatically for use with the Software, and you
agree that any such data files are deemed to be a part of the Software.
- The Software is licensed as a single product,
and you may not separate its component parts for use on more than one (1) PC/Laptop Device and one (1) mobile device unless expressly authorized by FEPL.
1.3. Ownership and Proprietary Rights
Intellectual Property including patents, copyrights, trademarks, trade secrets
and other ownership rights in the Software any corrections, bug fixes,
enhancements, updates or other modifications, including custom modifications
thereto are and shall remain with FEPL. The source code of the Software and
all information regarding the design, structure or internal operation of the
Software are valuable trade secrets of FEPL ("Confidential
Information"), provided however, that "Confidential
Information" shall not include information which otherwise would be
Confidential Information to the extent that such information was publicly known
prior to the time FEPL received it, or became known FEPL through no
violation of any other, confidentiality obligations to any other party
regarding the Software.
1.4.Excluded Software and Open Source components
- Notwithstanding the foregoing limited license
grant, you acknowledge that the Software subject to other terms and conditions
governing the use of such Software other than this agreement.
- Certain Excluded Software may be covered by open
source Software licenses, which means any Software licenses approved as open
source licenses by the Open Source Initiative or any substantially similar
licenses, including but not limited to any license that, as a condition of
distribution of the Software licensed under such license, requires that the
distributor make the Software available in source code format.
- Terms and conditions applicable to Open Source
Components are provided to you together with this agreement and/or stored in
your Device in locations.
- To the extent required by the licenses covering
Open Source Components, the terms of such licenses will apply in lieu of the
terms of this agreement.
- To the extent the terms of the licenses
applicable to Open Source Components prohibit any of the restrictions in this
agreement with respect to such Open Source Components, such restrictions will
not apply to such Open Source Component.
- To the extent the terms of the licenses
applicable to Open Source Components require FEPL to make an offer to
provide source code in connection with the Software, such offer is hereby made.
1.5. Mandatory Product Activation
- The license rights granted under this Agreement
is limited to the first One year, i.e., 365 days after the license has been
activated using the specified process.
- There are technological measures in this
Software that are designed to prevent unlicensed or illegal use of the
- You agree that FEPL may use those measures
and you agree to follow any requirements regarding such technological measures.
1.6. Upgrades and Maintenance Services
- FEPL may provide upgrades as and when
1.7. License Restrictions
- You may not make or distribute copies of the
Software, or electronically transfer the Software from one Device to another or
over a network.
- You may not alter, merge, modify, adapt or
translate the Software, or decompile, reverse engineer, disassemble the Device,
or otherwise reduce the Software to a human-perceivable form.
- Unless otherwise provided herein, you may not
rent, lease, or sublicense the Software.
- You may not modify the Software or create
derivative works based upon the Software.
- You may only use the Not for Resale Version of
the Software to review and evaluate the Software.
- As required by law, you shall not, host,
display, upload, modify, publish, transmit, update or share any information
to another person and to which such User does not have any right to
grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic,
paedophilic, libelous, invasive of another's privacy, hateful, or racially,
ethnically objectionable, disparaging, relating or encouraging money laundering
or gambling, or otherwise unlawful in any manner whatever
- harm minors in any way
- infringes any patent, trademark, copyright or other proprietary rights
- violates any law for the time being in force
- deceives or misleads the addressee about the origin of such messages or communicates any
information which is grossly offensive or menacing in nature
- impersonates another person
- contains Software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer resource
- threatens the unity, integrity, defence, security or sovereignty of India, friendly
relations with foreign states, or public order or causes incitement to the
commission of any cognizable offence or prevents investigation of any offence
or is insulting any other nation
shall not directly or indirectly; and shall ensure that you do not:
- access (or attempt to access) any service by any means other than as permitted in this
Agreement and by the law
- circumvent, disable or otherwise interfere with security related features or features that
prevent or restrict use or copying of any Content or third party content or
enforce limitations on use or the Content and third party content therein
- Access the Software or Device to upload the Content to cause a breach of security or
any Networks or interfere with the proper working of the Software and the
- Delete the copyright and other proprietary rights notices
FEPL from time to time will collect any of your data on the Device on which the Software is installed. Your
Your Software usage for anti-piracy purposes, to verify a valid registration,
and identify if new Updates are available for your Software prior to sending
you a notice to install a new Software Update, and to assess Your use of the
Software. You consent to the Software sending usage data (e.g., the number of
instances the Software is launched, the Device IP address, and/or the version
of the Software), for registration, authentication, other data analytics, use
and anti-piracy auditing and enforcement purposes.
1.9. Consent to Use Data
- You agree that FEPL and its affiliates,
partners and agents may read, collect, transfer, process and store certain
information from the Software. Information shall mean and include, but is not
- identifiers relating to your Device and its
- performance of the Device;
- performance of the Software;
- configurations of your Device, the Software and
the Software applications;
- use and frequency of use of the functions of the
Device, the Software, and the Software applications; and
- location data.
- FEPL and its affiliates may use and disclose
Information subject to applicable laws in order to improve its products and
services or to provide the same to you.
- FEPL and its affiliates will not
intentionally use Information to personally identify the owner or the user.
1.10. Commercial Release or Beta Software
If the Software you have received with this EULA is a
pre-commercial release or a beta version, then you understand the Software is
pre-release, non-commercial version and does not represent a final product of
FEPL. The Software may contain bugs, errors and other problems that could
cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR
BETA SOFTWARE IS PROVIDED ON AN 'AS-IS' BASIS AND FEPL DISCLAIMS ANY AND ALL
WARRANTIES OR LIABILITY TO YOU OF ANY KIND.
1.11. Limited Liability
LIABILITY OF FEPL AND ITS AFFILIATES OR LICENSORS TO THE END USER OR ANY
THIRD PARTY ARISING FROM THE END USER OR USE OF THE SOFTWARE, OR THE PROVISION
OF SUPPORT SERVICES, INSTALLATION, TRAINING OR
OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF
LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT,
SHALL NOT EXCEED THE AMOUNT PAID FOR THE SOFTWARE.
NO EVENT WILL FEPL AND ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, INCONSEQUENTIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1.12. Intellectual Property Rights
- You are not permitted to directly or indirectly alter, reverse engineer, modify, or create any derivative works of the Software including the content provided therein, the operating system, hardware, device and the platform, or any other FEPL Intellectual Property.
- You shall not, directly or indirectly, attempt to discover or expose the source code underlying any FEPL Intellectual Property.
- You agree that, as between you and FEPL, all the intellectual property rights in the FEPL Intellectual Property are owned solely and exclusively by FEPL.
- You shall not directly or indirectly:
- hack, deface or otherwise misuse the Software or attempt to gain unauthorized access to other parts of the Website or the technology;
- modify or copy any FEPL Intellectual Property;
- attempt to decompile or reverse engineer any related Software;
- remove any copyright or other proprietary notations or any legal notices;
- attempt to access the source code of the Software;
- copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any FEPL Intellectual Property;
- build a product using similar ideas, features, functions, interface or graphics;
- attempt to gain unauthorized access to FEPL's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Software;
- develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the Software; and/ or
- authorize or encourage or permit any third party to use the Software to facilitate any of the foregoing prohibited conduct.
- FEPL trademarks, logos, images, service marks, trade names (collectively the "Trademarks") and other distinctive branding features displayed on or through the Software are registered and unregistered Trademarks of FEPL 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 FEPL are the property of their respective owners. Your misuse of the Trademarks displayed is strictly prohibited.
- As between the end user and FEPL, FEPL owns, solely and exclusively, all rights, title and interest in and to the Software, all the content, code, data and materials thereon, the look and feel, design and organization of the Software, and the compilation of the content, code, data and materials on the Software, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property and proprietary rights therein, excluding third party content. Your use of the Software does not grant to you ownership of any content, code, data or materials you may access on or through the Software.
- Any commercial or promotional distribution, publishing or exploitation of the Software, or any content, code, data or materials on the Software, is strictly prohibited unless you have received the express prior written permission from authorized personnel of FEPL or the otherwise applicable rights holder. Any rights not expressly granted herein, are reserved to FEPL. You agree to abide by all copyright notices, information, or restrictions by FEPL. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices by FEPL.
- Copyright to the third party content belongs to its owners, who are duly credited by the Fliplearn. Fliplearn does not have any claim over the content, ownership or copyright of the same. Further, Fliplearn shall not be responsible for correctness of the same and neither does it have any liability or legal consequence thereof.
1.13. Restrictions on Export and Distribution of Software
- The Software source code is owned by FEPL and you have been granted a License to use the Software as per the terms of this agreement.
- You acknowledge that you shall not distribute the Software to Third Parties.
- You acknowledge that any export of proprietary Software or content by you or otherwise using any means is strictly prohibited and punishable under Law.
- You further acknowledge that the Software acquired from FEPL or its Third Party Licensors is not intended for use by a foreign End User and such an act is strictly prohibited and shall accrue liability under Law.
- The End User agrees to indemnify, defend and hold FEPL harmless from any claim including a claim of patent, trade secret or copyright infringement asserted against FEPL by virtue of End User's use of the Software.
- FEPL shall have no liability for any claim of infringement that results from: (a) any modification of the Software by the End User; (b) any failure by the End User to implement Upgrades to the Software as supplied by FEPL; or (c) the combination, operation, or use of the Software with non-compatible programmes, data or documentation, if such infringement would have been avoided by the use of the Software provided by FEPL without such combination, operation or use.
- The End User shall indemnify and keep FEPL and its Affiliates and licensors indemnified from any claims arising due to breach of obligations under this agreement without any pecuniary limits.
- FEPL warrants that the Software and related services shall conform to the written specifications.
1.15. Representations and Warranties
- FEPL represents and warrants that it is fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.
- The End User represents and warrants that it is fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.
- All other representations and warranties, whether express or implied, are explicitly disclaimed by both Parties hereto.
- FOR ANY BREACH OF WARRANTIES, THE END USER'S SOLE AND EXCLUSIVE REMEDY AND FEPL'S ENTIRE LIABILITY SHALL BE: (A) REPERFORMANCE OF THE DEFICIENT SERVICES; OR, IF FEPL CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, THE END USER MAY END THE RELEVANT SERVICES.
- TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THIS AGREEMENT AND ANY SERVICES PROVIDED HEREUNDER.
- FEPL shall have no warranty obligations hereunder in case of defects which stem from the fact that the Software (i) were used contrary to the provisions of Agreement or any documentation (ii) presented an error attributable to the use of the services in an application or environment for which it was not designed or contemplated or which was not expressly specified by FEPL; (iii) were used in combination with other products, accessories, Software or data not supplied or approved by FEPL; or (iv) were modified by the End User or third parties.
- FEPL assumes no responsibility and shall have no warranty obligation hereunder in case of defects / typographical errors / other errors with reference to the content.
1.17. Exclusion of Warranty
- THE SOFTWARE AND ACCOMPANYING DOCUMENTATION ARE FURNISHED TO YOU 'AS IS' AND 'AS AVAILABLE' AND WITHOUT WARRANTIES, DUTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND.
- FEPL, ITS AFFILIATES, AND THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES AND CONDITIONS, EXPRESS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE BY THIS EULA) OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
- FEPL, ITS AFFILIATES, AND THIRD PARTY LICENSORS DO NOT WARRANT THAT THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, WILL MEET YOUR REQUIREMENTS OR PROVIDE SPECIFIC RESULTS, OR THAT THEY WILL BE UPDATED, OR THAT THE OPERATION OF ALL OR ANY OF THEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.
- FURTHERMORE, FEPL, ITS AFFILIATES, AND THIRD PARTY LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION IN TERMS OF THEIR ACCURACY, RELIABILITY, COMPLETENESS OR OTHERWISE.
- FEPL, ITS AFFILIATES AND THIRD PARTY LICENSORS SHALL HAVE NO RESPONSIBILITY FOR THE SECURITY OF, TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY OF YOUR COMMUNICATIONS OR PERSONALIZED SETTINGS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FEPL, ITS AFFILIATES OR ANY THIRD PARTY SHALL CREATE A WARRANTY, DUTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY, DUTY AND CONDITION.
- Without limiting the generality of the foregoing, you further understand, acknowledge and agree that the Software is not designed or intended for use on any other device other than the device recommended by FEPL.
- You expressly acknowledge and agree that any other hardware, Software, content or data could be damaged by installing or using the Software on any other device other than the Device recommended by FEPL, and FEPL, its affiliates and Third Party Licensors are not responsible for any such damage.
- THE END USER ACKNOWLEDGES THAT THE SOFTWARE MAY NOT BE MAY NOT BE FREE FROM DEFECTS AND MAY NOT FULFILL / SATISFY ALL OF THE BUYERS NEEDS AND FOR WHICH FEPL ASSUMES NO RESPONSIBILITY AND DISCLAIMS ALL LIABILITY
- FEPL IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICE ASSOCIATED WITH THE SOFTWARE.
- ANY SITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE / SERVICE OR A THIRD PARTY APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY FEPL.
1.19. Internet Connectivity and Third Party Services
- You understand, acknowledge and agree that Internet connectivity and certain content and services available through the device are provided by third parties over which FEPL has no control.
- You understand, acknowledge and agree that access to certain device features, including but not limited to downloading applications or browsing or searching the Internet, requires an Internet connection for which you are solely responsible.
- FEPL shall not be responsible for the quality, availability and security of any Internet connectivity, Software and services provided by a third party.
1.20. Term and Survival
- This agreement shall be effective for one academic year or until terminated as per the terms of this agreement.
- FEPL may terminate this agreement immediately, with or without notice, if you fail to comply with the terms of this agreement.
- In addition, upon termination you will have no recourse against FEPL, its affiliates or Third Party Licensors for your inability to use the Software.
- Any of your obligations under this agreement which by their nature are intended to survive the termination of this agreement and shall continue to apply to you even after the termination of this agreement or you cease to use the Software.
Any notice, request, instruction or other document to be given by a party under this agreement shall be delivered by hand, sent by Speed Post / Registered Post or by facsimile to the recipient's usual fax number or such other fax number which may be notified by that party in accordance with this clause. Email notices shall not be valid unless otherwise mutually agreed although in the event the End User may only be contacted through E-mail, E-mail notices shall be valid. It is understood that email communications will not be accepted as a legal notice/legal claim served on either party.
The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
FEPL may add to, change, or remove any part, term, or condition of this EULA, including but not limited to as it applies to the Software, at any time. Any such additions, changes, or removals may be posted on the FEPL Fliplearn website including affiliated / related websites, sent by email notification to the email address provided by you, or presented to you as part of a process in which you obtain updates or upgrades to the Software, or by any other legally recognizable form of notice, and shall apply as soon as they are posted. By continuing to use the Software after so posted, you are indicating your acceptance thereto.
1.25. Disputes and Governing Law
- FEPL shall not be held responsible for disputes arising out of interactions between members / users. FEPL reserves the right, but has no obligation, to become involved in any way with these disputes.
- The terms shall be governed by the laws of India without regard to its conflict of law principles.
- The user agrees to submit to the personal and exclusive jurisdiction of the courts of New Delhi, India for the purpose of litigating all such claims or disputes.
1.26. Entire Agreement
This agreement supersedes all prior representations, communications, understandings, or agreements between the parties relating to such subject matter.
1.27. Controlling Agreement/Translation
This License Agreement is prepared and executed in the English language. The English language version shall govern the parties' relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only and shall have no legal effect, and the English language text shall in any event prevail.