Website Usage Agreement
CommentaryThis Agreement is a legal document entered into by and between Sailors Club Maritime Information Systems Private Limited(as defined herein-below) or Createonlineacademy.com, which would be referred further in this document and should be considered as one and same entity with respect to this document. hereinafter referred to as “the Seller” and who is subscribing to our Software as a Service for e-teaching and in whose name the bill is generated, hereinafter referred to as the “Buyer / Customer” (as defined in clause 1 of the said agreement).
Thank you for your interest in our products. In this document, “Seller” means Sailors Club Maritime Information Systems Private Limited and ‘you’ means the Buyer / Customer who has obtained a trial version of software as a service of an e-teaching website, from the Seller.
By using our services, you agree to be bound by this Agreement. You are only authorized to use the createonlineacademy.com Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE CREATEONLINEACADEMY WEBSITE AND DISCONTINUE THE USE OF OUR SERVICES IMMEDIATELY.
2. Purpose:This agreement sets forth the terms and conditions under which the parties to the agreement (i.e. the Seller and the Buyer) will provide and support each other’s rights and responsibilities. The parties’ pledge to abide by all the covenants enshrined in this document and wishes to have a promising journey in this legal venture.
By using and/or visiting the http://www.createonlineacademy.com, and/or any sub-web site of the Seller (as defined in the definition clause), and by using any of the services provided on the website, you signify your assent to both these terms and conditions and the terms of www.createonlineacademy.com, which are published at http://www.createonlineacademy.com and which are incorporated herein by reference. If you do not agree to any of these terms, please do not use the site.
This term(s) of use agreement set forth the legally binding terms for your use of the www.createonlineacademy.com services and they shall apply to all users of the createonlineacademy’s website, including offering content and/or other materials or services on or through the website. By using the use of our services, you agree to be bound by this agreement.
In order to participate in certain additional services of ours, you may be required to agree to additional terms and conditions. The createonlineacademy offers a wide range of services, and shall be happy to offer our services to multiple other ventures, including making of customized software and offering them as online service or other features. Depending upon your specialised requirements apart from the options provided to you in the “Do it Yourself” fashion in createonlineacademy.com to customize the created e-teaching website, our specialized team can also do the co-ordination work and assist you to provide you with the best of our services on certain other business terms. The additional terms and conditions applicable to the createonlineacademy services, in which you choose to participate, may be guided by a separate Supplementary Agreement as applicable, which will be incorporated into this agreement as an integral part hereof.
3. ELIGIBILITY:Use of and membership of this website, is subjected strictly to the terms and conditions set forth herein. By using the www.createonlineacademy.com services, you represent and warrant that
- all registration information you submit is truthful and accurate.
- you will maintain the accuracy of such information.
- you are 18 years of age or older.
- your use of the services of createonlineacademy.com does not violate any applicable law or regulation.
4. General Conditions:Your e-teaching website that is created by createonlineacademy is offered to be displayed in “as-is” condition, and that the createonlineacademy, thus, does not warrant that it is suitable for any particular purpose or guarantee the accuracy, correctness or reliability of any results obtained, excepting for e-teaching purpose and several other functions described in this agreement. Neither the createonlineacademy nor any other party involved in supply of this website services, shall be liable for damages or consequential loss arising out of its use.
5. Basic Terms and Conditions regarding the usage of the E-teaching website (Software offered as a Service):The website createonlineacademy.com provided herein, is/are protected by copyright and/or patent laws. By registering with this website, you indicate acceptance of the following terms:-
Rights in the website (www.createonlineacademy.com) remain
the property of the Sailors Club Maritime Information Systems
This agreement grants the Buyer the right to claim the money
back within the period of 30-days after the purchase of the
service of the e-teaching website through the
createonlineacademy.com and may leave enjoying its
usufructs. After these 30-days you have no right to claim back
the statutory charges paid by you and can enjoy the E-
teaching website’s Software as a Service, till the period you
have chosen as per the plan selected.
You may not modify, adapt, reverse engineer, decompile or
disassemble this website and the created e-teaching website
to anyone else, without having the prior express condition of
- You shall be liable to pay us, the monthly/yearly rental charges as our customer. The payment may be made in US Dollars and shall be paid by way of Paypal, credit cards etc.
6. Term:The initial term of this agreement shall be governed as per the preferred scheme of the customer. At any time, either party may terminate this agreement, upon seven (7) days prior written notice, upon which we would refund you the remaining subscription amount on pro-rata basis. We reserve the right to immediately terminate your services, if you are found committing fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate and in such condition we won’t be refunding you the remaining subscription amount as would be the case otherwise.
7. Expiration:At the expiration of the Service of the E-teaching software package, we shall be at the liberty to do any of the acts/activities :- (a) Re-execute agreements in the form of Purchase Agreement / Licence Agreement, to re-enable the use of the ‘E-teaching website services’ with you, as applicable. (b) In case of any such termination, you, being the buyer / customer shall be duty bound to return all materials and documentations, including all the ‘Confidential Information’ (received by us during the course of business transaction) pertaining to the usage of the web-site services and be responsible to protect your content that you have uploaded in the e-teaching website created through createonlineacademy.com.
8. Third Party Code:You are responsible for ensuring that all teaching content, courses, ideas and/or any other item used to create the e- teaching website thereon are completely of your own making.
9. Online Sharing through Third Party Services:www.createonlineacademy.com enables you to share your E- teaching website creations and/or user content through third party websites, blogs or email systems. When sharing your creations through third party services, you shall be duty bound to comply with all provisions of this agreement. You are also required to comply with the terms of any of the services through which you are sharing your creation. You are fully aware of the fact that we shall not have any responsibility or liability with regard to any third party services used by you or through your formed web content, such as payment and e-commerce service, and any use of such third party services shall be at your own responsibility and liability. You further acknowledge that the providence of technical ability to link such services (such as the possibility of a ‘PayPal’ button), is provided only as a part of the services but shall not be deemed as to create any liability or responsibility on behalf of createonlineacademy.
10. Ownership of Content(A) www.createonlineacademy.com does not have the ability to determine the actual owner of content created and/or uploaded to the E-teaching Website created. Accordingly: (i) in respect to content (such as multi-media teaching content and courses) created and/or uploaded to the Website by the User (for which createonlineacademy has not been paid for), the owner of such content shall be considered as our User listed as the owner of the createonlineacademy’s account under which the content has been created or uploaded to the created E-teaching Website; (B) (ii) in respect to websites created on createonlineacademy’s Website and which have an external URL (i.e. a domain name imported or opted as part of a our functionality) the createonlineacademy shall consider the owner of such website as the person or entity registered as the owner of the domain according to the WHOIS database as provided on the www.whois.com. (C) www.createonlineacademy.com shall not provide any information and/or details regarding any content created or uploaded to the Website other than to the owners of such content as determined above.
11. Title and Ownership Information:The title, ownership rights and intellectual property rights in and to the created e-teaching website and createonlineacademy.com shall remain with the owner of the respective web-users. The websites are protected by copyright law and international copyright treaties. The title, ownership rights, and intellectual property rights in and to the content accessed through the createonlineacademy.com website are the property of us and may be protected by applicable copyright or other law. The created E-teaching website is provided to you for online teaching and/or rendering e-courses before others. You shall have every authority to sell, rent, lease or sub-license the services of your inventions to any other entity or juristic concerns without our prior express consent and/or approval.
12. Intellectual Property Rights:The Content on the createonlineacademy.com’s Website, is subject to copyright and other intellectual property rights under local and international laws conventions. To the best of its knowledge, createonlineacademy uses only Content which is allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content on the Website is provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners (if such consent is required). You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through the website for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of our Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the createonlineacademy.com Website or any of the Content therein.
13. Prohibited Uses:In addition to all the above prohibitions, you agree that you will NOT knowingly use the Service, among other things, to: (a) harm minors in any way;(b) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or an entity;(c) upload, post, email, transmit, or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);(d) upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;(e) "Spamming" to promote your website or Content, or engaging in unethical marketing, advertising, any other practice connected in any way to "spam" including, sending content or emails which do not comply with the IT Laws;(f) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or(g) intentionally or unintentionally violate, attempt to violate, or avoid any applicable internet regulation or policy; You agree to indemnify and hold the Sailors Club Maritime Information Systems Private Limited (as owner of createonlineacademy.com) harmless from any claims resulting from the use of the Services which damages you or any other party. Sailors Club Maritime Information Systems Private Limited(as owner of createonlineacademy.com) reserves the right to investigate you, your business, and/or your owners, officers, directors, managers, and other principals, your sites, and the materials comprising the sites at any time in case we receive complaints regarding such violations by you.
14. General UndertakingsYou accept sole responsibility for all of your activities using the Website, including your conduct on the site and any and all content you may submit, post or share via the created e-teaching Website. You will not use the createonlineacademy.com services for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws. You will not upload or transmit viruses, worms or any other destructive code.
15. Reservation of Rights & Limited Warranty:We reserve to you all rights in and pertaining to the usage of the created e-teaching website not expressly granted to you in this agreement. The Sailors Club Maritime Information Systems Private Limited, the authorized creator of createonlineacademy.com, also warrants that the media on which the created e-teaching website is displaced will be free from defects in material or workmanship and further warrants that the website will perform substantially well and perform following services, as may be required by you. However, we MAKE NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND DO NOT WARRANT THAT THE WEBSITE WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE, excepting for online training/teaching and e-commerce.
16. Term:This license granted to you by us is effective until terminated. You may terminate it at any time by serving 15 days statutory notice, as prescribed. The provision of this agreement, which protects the proprietary rights of us, shall continue in force after termination. Termination of this agreement, either voluntary or involuntary does not entitle you to refund of the purchase cost, except as provided elsewhere in this agreement.
19. Access to and Use of Confidential Information:You, being the customer of us, after receiving confidential information from the seller, agrees (i) that it is claimed to be a trade secret of the other party; (ii) not to disclose except as necessary and consistent with the terms of this agreement; (iii) to limit the use of and access to such confidential information to only those employees who have a need to know, and (iv) that it will immediately notify the other party in writing of any unauthorized disclosures and/or use thereof. Such notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties. In any event of termination or expiration of this agreement, each party will, within five (5) business days return to the other party such party’s confidential information.
20. Intellectual Property Infringement Indemnity:You being the buyer / customer will defend and hold the Seller harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this agreement of availing the services of e-teaching website, constitutes infringement of any copyright, patent or trademark. The buyer / customer will pay all settlements or damages awarded against the seller, provided that the seller (i) informs the customer of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides the buyer / customer with all related information, (ii) grants the customer the authority to settle or litigate such suit or proceeding, and (iii) provides all necessary assistance to the customer.
21. Copyright, Patents, Trade Marks and Other Intellectual Property Rights of the Seller:(a) You, being the customer / buyer of ours, agree that this agreement is not intended to transfer any intellectual property rights to anyone or third parties, without obtaining the express consent of the seller. You, further agree to accept and be bound by the terms of the standard form of statutory regulations, and subject to the payment of license fees (if applicable) (b) You also agree that all copyright, trade-marks, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the parent website (i.e. http://www.createonlineacademy.com) shall remain the sole property of us i.e. Sailors Club Maritime Information Systems Private Limited. (c) You agree that you shall/will not, during or at any time after completion, expiry or termination of this agreement in any way question or dispute the ownership of or right to use those intellectual property rights of us. (d) If new inventions, designs or processes evolve in performance of or as a result of this development, you acknowledge and agree that it shall be the property of ours, unless otherwise agreed in writing. (e) You shall not adopt, use or register any words, phrases or symbols which are identical to or confusingly similar to the Mark.
22. Ownership of Content:A. We permit the submission and uploading of Content submitted by you and other users ("User Content") and the hosting, sharing, and/or publishing of such User Content. B. YOU UNDERSTAND THAT ALL USER CONTENT IS/ARE UNDER THE SOLE RESPONSIBILITY OF THE USER UPLOADING SUCH CONTENT. YOU, AND NOT CREATEONLINEACADEMY, IS/ARE ENTIRELY RESPONSIBLE FOR ALL CONTENT THAT YOU UPLOAD, POST, TRANSMIT OR OTHERWISE MAKE AVAILABLE VIA THE SERVICE. CREATEONLINEACADEMY DOES NOT CONTROL THE CONTENT POSTED VIA THE SERVICE AND BY YOU, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CONTENT OR THAT ITS UPLOADING DOES NOT INFRINGE ANY THIRD PARTY RIGHTS. C. WHILE WE ARE NOT RESPONSIBLE FOR AND DOES NOT REVIEW THE USER CONTENT, WE RESERVE THE RIGHT TO DELETE ANY SUCH USER CONTENT THAT IT DEEMS, IN ITS SOLE DISCRETION, RACIST, HURTING,COPYRIGHT INFRINGEMENT, ABUSING, ILLEGAL, OR UNACCEPTABLE ACTS OR ACTIVITIES. The createonlineacademy.com shall provide you with the reasons/causes of deletion and on being satisfied that you are guilty of breach of conduct, the relevant contents thereof shall be deleted. D. Createonlineacademy.com does not claim any intellectual property rights over the User Content and any such Content shall be considered as granted the rights under the user for the copyrights in the appropriate e-teaching website created by the createonlinecacdemy.com website. E. IN CONNECTION WITH USER CONTENT, YOU FURTHER AGREE THAT YOU WILL NOT: (I) SUBMIT MATERIAL THAT IS COPYRIGHTED OR OTHERWISE SUBJECT TO THIRD PARTY PROPRIETARY RIGHTS, INCLUDING PRIVACY AND PUBLICITY RIGHTS, UNLESS YOU ARE THE OWNER OF SUCH RIGHTS OR HAVE PERMISSION FROM THEIR RIGHTFUL OWNER TO POST THE MATERIAL AND TO GRANT YOUR AND/OR ANY OF ITS USERS ALL OF THE LICENSE RIGHTS GRANTED HEREIN; (II) PUBLISH FALSEHOODS OR MISREPRESENTATIONS THAT COULD DAMAGE ABC OR ANY THIRD PARTY; (III) SUBMIT MATERIAL THAT IS UNLAWFUL, OBSCENE, DEFAMATORY, LIBELOUS, THREATENING, CHILD PORNOGRAPHY, HARASSING, HATEFUL, RACIALLY OR ETHNICALLY OFFENSIVE, OR ENCOURAGES CONDUCT THAT WOULD BE CONSIDERED A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY, VIOLATE ANY LAW, ENCOURAGES USE OF DRUGS OR ALCOHOL, OR IS OTHERWISE INAPPROPRIATE; (IV) IMPERSONATE ANOTHER PERSON. F. If you become aware of misuse of the our Services by any person, please contact our team-members (according to the contact information in Section 24 below) or by email to [email protected] or reach at our legal cell @ [email protected] / [email protected] The createonlineacademy.com does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with User Content
23. Security:You are responsible for maintaining the security of your account and content, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the website. You agree to immediately notify us in writing of any unauthorized uses of your account or any other breaches of security. The createonlineacademy.com cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You also acknowledge and agree that under no circumstances will createonlineacademy.com be liable, in any way, for any acts or omissions by any createonlineacademy. User or other third party, including any damages of any kind incurred as a result of such acts or omissions.
24. Indemnification by the Buyer / Customer:You, being the Buyer / customer shall indemnify, defend and hold us (i.e. the seller, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for costs, damages, expenses (including reasonable attorney’s fees) or liability arising out of or related to the acts or omissions of the buyer/customer, its employees, representatives or agents.
25. Security and Viruses:Please note that we use the best of its ability to protect all data from external and unauthorized party access by the use of firewalls, encryption and 3rd party security consultants. Additionally, it also uses the best of its ability to protect site users from viruses via virus scanning software. No security system and/or virus system is 100% effective. Should sensitive data be confirmed as compromised, or a virus discovered on this e- teaching software as a service system, the Seller through its authorized agents/representatives will alert the affected customer via e-mail and also inform us at [email protected] Given the nature of these matters, should a security compromise or virus incident occur, you agree that the createonlineacademy.com is not liable for the incident nor for any repercussions of such an incident.
26. General Terms and Covenants:(a) Assignment: You shall not assign or transfer this agreement without having our prior express consent, while we which shall not be unreasonably withheld. Any attempted assignment shall be null and void. (b) Excused Performance: Neither party shall be liable for failure to perform its obligations under this agreement for causes beyond its reasonable control. (c) Governing Law; Attorneys’ fees: This agreement shall be governed by and interpreted in accordance with the laws of the West Bengal, India. (d) Notices: Notices shall be sufficient only if sent by certified mail or any other acceptable mode of law. (e) No Waiver: The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision. (f) Unenforceable Provisions: If any term of this agreement is found to be unenforceable, the remaining portions of this agreement, shall remain effective, provided that the parties agree to negotiate in good faith substitute enforceable terms. (g) Modifications, Special Agreements, Entire Agreements: None that the Seller reserves the right from time to time to amend; modify or change this agreement. You will have the right to continue with the old terms until the time period of your service plan expires. When this happens, the Sailors Club Maritime Information Systems Private Limited shall notate the new information clearly and post a notice to this effect in the ‘news’ section of the site about the update. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. If any modification is unacceptable to the customer, the only recourse that is available to the customer; is to rescind this agreement by providing a statutory notice to the Seller. (h) This agreement is the entire understanding between the Seller and the Customer with respect to the subject matter of this agreement, and therefore supersedes all (i) proposals, oral or written; (ii) negotiations, conversation or discussions between the parties and (iii) industry custom or past course of dealing, pertaining to the subject matter.
27. Disputes & Arbitration:Any controversy or claim arising out of or relating to this agreement or our services shall be settled by binding arbitration in accordance with the Arbitration Act following the UNICTRAL rules as specified. It is clearly understood by and between the parties, that every matter in the controversy shall be settled by a Sole Arbitrator, appointed by S. Dutt & Co. Solicitor & Advocates, having its corporate office at 8, Old Post Office Street, (2nd floor) Kolkata 700 001 and branch office at 30, Ram Kanai Adhikary Lane, Kolkata – 700 012. Appointment of the Sole Arbitrator shall be governed and/or conducted in accordance with the Arbitration & Conciliation Act. Every matter in the controversy shall be settled by a Sole Arbitrator. In the event Court action is required to enforce this agreement to arbitrate, the parties hereby consent to the exclusive jurisdiction of the Courts of West Bengal. Language of the arbitration proceedings shall be English. The award of the Sole Arbitrator shall be final and binding upon both the parties.
29. Customer Service Contact:To get in touch with our customer service – please use any of the options listed below :- (a) Send an e-mail message to: [email protected]; (b) By Phone: During normal business hours; (c)Legal Department:
S. Dutt & Co.Solicitor & Advocates 8, Old Post Office Street, (2nd floor) Kolkata – 700 001Drafted in the office of:
[S. Dutt & Co. Solicitor & Advocates 8, Old Post Office Street (2nd floor) Kolkata – 700 001 www.advocatesdutt.com]