Terms and Conditions

Overview

Whether you are participating in iThink Learning as a student, a parent or an institute this User Agreement (the "Agreement") governs your Intellectual or commercial relationship with iThink Learning.(“iThink Learning”) and your use of Career Clinic website (the "Site") and the services provided by iThink Learning and the Site (the “Services”).

Services

Career Clinic is a Career Counselling and Career Guidance Service for students studying in schools and Undergraduate Courses.
The Services includes providing a common platform to the students (“User”), seeking Innovation or search oriented assessments, counselling and college guidance solution. The Services facilitate interactions between students, parents and counsellors through ONLINE or face to face mode.

Authorized Users and Logins

Only you and your designees, if any (“Authorized Users”) who have been issued a user identification and password (“Login”) by us shall be permitted to access and use the Services. All Authorized Users shall be subject to the terms of this Agreement. You shall be responsible for any breach of this Agreement by any of your Authorized Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud). You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, "Account Information"). Do not disclose your Account Information to anyone else, and do not use anyone else’s Account Information. Notify us promptly about any unauthorized use of your Account Information or any breach of security of which you become aware. You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information as required.

Fees

If you consume Services, as and when communicate you shall pay us the fees as specified on the Site (or in written correspondence with us) upon invoice receipt; unless otherwise indicated on the invoice, any amount not paid within 30 days from the date of the invoice shall be subject to a late fee calculated at a rate of 1.5% per month on the outstanding amount. You shall pay any and all taxes and other charges imposed by any taxing authority in connection with this Agreement or relating to the Services (other than tax on our income or the income of other users).

Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws including, without limitation, those relating to the export of technical and other data from India (or from your country if you are not located in India).

Conflicts

You represent and warrant that your use of iThink Learning Services is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use iThink Learning in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.

Material Non-­Public Information

You will not use iThink Learning to solicit, disclose, or misappropriate any material non-­‐public information within the meaning of Indian securities laws (or similar concept as defined under any applicable law or regulation).

Confidentiality

You will not disclose to any other user or to iThink Learning any third-­‐party’s confidential information in violation of any duty or contract right. You agree that you will not use, disclose, solicit or misappropriate any confidential information, trade secrets, or other proprietary information that belongs to any third-­‐party without permission. Without limiting the foregoing, this restriction applies to any third-­‐party with whom you may have, or may have had, a consulting, employment, fiduciary or similar relationship, and applies whether the duty is express or implied.

All non-public information pertaining to iThink Learning’s business (including, without limitation, our pricing information, the identity of our users, the nature of and reasons for user inquiries, and any content marked confidential) is confidential information.

You will hold all confidential information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential information, except as may be required by applicable law or legal process or with applicable consent. You agree that this paragraph is intended to benefit the other users of iThink Learning, and that such other users are third-­‐party beneficiaries of this paragraph; however, other users and other persons are not and will not be third-party beneficiaries of any other provision of this Agreement.

iThink Learning’s Services provide you with the ability to disclose certain information about yourself to other users; it is solely your responsibility to use that ability and disclose such information in a manner appropriate for your purposes. iThink Learning will not disclose or make available to any third-party, directly or indirectly, any of your confidential information, except in furtherance of your use of the Services, to enforce this Agreement or if legally compelled to do so; provided, that you acknowledge and consent that we may use your business name (or an anonymized version thereof), a reproduction of your logo (if applicable) and a brief description of your matters (provided such matters are anonymized or non-confidential or you have provided your consent) in our marketing materials and on our website.

Non-­solicitation

iThink Learning’s business is to connect its users for counselling interactions and to provide a platform for managing such interactions, and you agree to use only the Services to interact with other users that iThink Learning has introduced you to. For purposes of this paragraph, “introduced” to a user shall mean, the initial identification of such user to you by iThink Learning by virtue of your access to the Site or our Services. You agree to not employ, be employed by, consult with, or otherwise engage (directly or indirectly) with another user introduced to you by iThink Learning except through the Services or with our prior written consent. iThink Learning will generally only grant such consent in lieu of a fee, paid to iThink Learning by the payor. Any such payment shall be paid to iThink Learning prior to such engagement external to the Services. At all times all users shall be permitted to continue to use iThink Learning. The obligations in this Section shall survive this Agreement for a period of 1 year from the date this Agreement is terminated.

Intellectual Property

Some of our Services allow you to submit content (“User Content”). Except for our ability to use such User Content for the limited purposes described herein, you retain ownership of any intellectual property rights that you hold in that User Content. We are not responsible for any user’s misappropriation or use of any intellectual property rights you hold in User Content that you disclose in using the Services, and except for the confidentiality obligations herein, any agreements or disputes among users regarding intellectual property rights in User Content shall be without regard to this Agreement. We welcome your feedback and suggestions, but unless otherwise agree by us in writing, we will not compensate you for them.

Indemnification

You agree to indemnify, defend and hold us harmless for all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) that arise out of or in connection with: (i) your failure to comply with this Agreement, including, without limitation, any use of iThink Learning that violates third party rights or applicable law, (ii) any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of iThink Learning, and (iii) any activity which you engage on or through iThink Learning. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination.

Warranty Disclaimer; Limitation of Liability

You use the services solely at your own risk. The services are provided on an "as is" and "as available" basis. We do not control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our services or verify the identity of our users. To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, title or non-infringement. We do not warrant that the site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.

Notwithstanding anything to the contrary in this agreement, none of iThink learning or any of our affiliates or employees shall be cumulatively liable for (a) any damages in excess of the fees you paid to iThink learning during the most recent 30 day period, or (b) any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, lost time or good will, even if we have been advised of the possibility of such damages, whether in contract, tort (including negligence), strict liability or otherwise.

Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the Indian laws in the State of Delhi (without regard to conflicts of law principles). The parties agree to submit to the exclusive jurisdiction of any Delhi State court or any Delhi state Federal court sitting in India over any suit, action or other proceeding brought by any party arising out of or relating to this Agreement.

Miscellaneous

Either party may terminate this Agreement at any time for any reason. If a particular term of this Agreement is not enforceable, it shall be modified so as to be enforceable, but regardless will not affect any other terms. Our failure to act upon a breach of this Agreement does not mean we waive any rights that we may have. Any translation of this Agreement or our other documentation is provided for your convenience only and the English version will govern. If you are using this agreement on behalf of a business, that business accepts these terms. This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction}.

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