Terms and conditions

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.”

• Services Provided: Subject to the terms of this Agreement, Origin will provide the Service specified in the Order Form. The Client will be provided a unique URL, such as (.com), when they sign up with Origin Fractal, and get the admin credentials to set up their own learning Portal. The Client will be able to upload learning objects, content, and create a learning catalog to sell. The Client’s learning Portal will enable them to sell their learning content and courseware. This unique URL, content uploaded, and the users belong to the specific Client and other Origin clients and their users will not be able to gain access to the ClientPortal, unless the Client explicitly allows it. When the Client reaches the limit for the number of users that they subscribed for/or the storage limit, the Client will have to buy additional Licenses.
• Service Level, Turnaround Time, and Escalation Matrix : The service level and escalation matrix can be accessed by clicking the SLA.

2. Definitions
3. 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.

2.9. “Privacy Policy” means the Origin privacy policy available at http://www.originlearning.com/privacy-policy, that sets out how it collects, generates, and handles personal data. The Client and the Users agree to the privacy policy when agreeing to this Agreement.

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.

3. License Grant. License Grant: Under the terms of this Agreement and as provided in the Client’s Order Form, Origin hereby grants the Client a limited, non-exclusive, non-transferable, revocable right to access and use the Platform to create and upload content to the Client’s Top-Level Portal and Sub-Portals. The Client can run courses and training for Users from the Top-Level Portal for the Client’s business purposes or by charging Users through the E-Commerce Module, and could allow the Client to “white-label” its Portals if permitted to do so in the Order Form. Origin may include a hypertext link and/or icon logo with the words “Powered by Origin Fractal” (or equivalent) at the foot of each page of the Platform.
4. Client Restrictions and Responsibilities. Origin will not be liable for the accuracy of content provided by the Client, and Origin will not be responsible for violation of the terms of engagement between the Client and the User. The Client will have access to the details of Users and Origin will not be liable for any misuse of the User information by anyone. The Client is solely responsible for the Client content and use of the Service by Users. Prior to allowing any User access to the Service, the Client will ensure that such User agrees to be bound by the terms and conditions of the Client’s standard network usage agreement, and the Client agrees to reasonably enforce such terms and conditions against such User. The Client further agrees to:

(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.

5. Upgrades and Support: Origin shall: (a) deploy all updates and upgrades of the Service to the Client that Origin provides to its other clients; and (b) provide Support pursuant to the then-current standard terms of Origin’s customer support. Origin will have the right to add, remove, or modify the UI or functionality and so if the application is updated, then the UI or the functionality will change, thus Origin may change the support services offered from time to time in the manner it sees fit since, provided the change does not materially decrease the quality or timeliness of the support services specified in the Order Form. Support will generally be available between the hours of 09:00 am and 05:00 pm Indian Standard Time, Monday to Friday (excluding bank and US public holidays). The Client should make all reasonable efforts to investigate and diagnose problems before contacting customer support.

6. Fees: As consideration for the subscription to the Service, the Client shall pay all the fees (“Fees”) set forth in the Order Form. All the Fees owed by the Client are exclusive of, and Client shall pay, all sales, VAT, excise, withholding, and any other taxes that may be levied in connection with this Agreement. Except as expressly set forth in this Agreement, all the Fees are non-refundable.

7. Representations and Warranties. Origin warrants that: (a) the functionality or features of the Service and Support may change but will not materially degrade during the Term, and (b) the Service will materially conform to its then current documentation. As the Client’s exclusive remedy and Origin’s sole liability for breach of the warranties set forth in this Section 7, (a) Origin shall correct the non-conforming Service at no additional charge to the Client, or (b) in the event Origin is unable to correct such deficiencies after good-faith efforts, Origin shall refund the Client amounts paid that are attributable to the defective Service from the date Origin received such notice. To receive warranty remedies, the Client must promptly report deficiencies in writing to Origin, but no later than seven (7) days after the deficiency is identified by the Client. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, ORIGIN AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ORIGIN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR BE ERROR-FREE.

8. Compliance. Origin will implement reasonable administrative, technical, and physical safeguards to secure its facilities and systems from unauthorized access and to secure the Clientcontent and be GDPR compliant. The Client agrees to comply with all applicable local rules, including rules regarding online conduct and acceptable content. The Client agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Client resides. Each party will comply with all applicable laws and regulations, including all applicable export control laws and restrictions with respect to its activities under this Agreement.
9. Access by Users. Client is granted a limited, non-transferable, royalty-free license to sublicense access to and use of Client’s Portal to Client’s Users, provided the number of Users accessing or using Client’s Portals must not exceed the maximum number permitted by the Client’s order. Any transaction or term relating to the use of the Portal by User is solely between the Clientand each User. Origin has no responsibility or liability to the Client’s Users and nothing herein confers a benefit on any person other than the Client. The Client shall defend, indemnify, and hold Origin harmless from and against any threats, demands, or claims made by any User against Origin and any damages, awards, costs, expenses, liabilities and or losses suffered, incurred and or agreed to be paid by Origin in connection with and or arising from any such threats, demands or claims. This clause survives the termination or expiration of this Agreement.

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.

10. Acceptable Use of the Platform. The Client will be responsible for the way in which the Client and Users access and use the Platform, including the Client’s Sub-Portals and for any content stored, posted or uploaded to, or distributed or transmitted through, the Platform (including Client’s Sub-Portals) by or on behalf of the Client or the Users. The Client shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Platform and, in the event of any such unauthorized access or use, shall promptly notify Origin. Origin will not monitor any content on the Platform (including Client’s Sub-Portals), but reserves the right to remove, delete and/or destroy any content, which is in breach of this Agreement or if considered prudent to do so for any reason. The Client will notify Origin in writing of any breach of this Agreement by the Client or any User immediately, upon becoming aware of such breach or reasonably suspecting that a breach has occurred to the Client’s Account. The Client will be responsible for all use of the Client’s Account and for maintaining the security and confidentiality of the Account, including the password and username for the Account. The Client will contact Origin immediately, if the Client knows or suspects that the Account has been accessed or breached by an unauthorized party.

11. Acknowledgements. The Client will be solely responsible for providing all the training, teaching, courses, instruction, and other content for the Client’s Portals and Users. All the content is uploaded at the Client’s own risk and Origin recommends that the Client regularly backup all the content uploaded onto the Platform. Origin reserves the right to delete the Client’s content within thirty (30) days following the expiration or termination of the Client’s plan. Client and Users are solely responsible for supplying all the equipment, Internet access, and bandwidth needed to access and use the Platform. Payments made by Users to the Clientthrough the e-commerce module that is available through the Platform are processed by a third-party payment provider and so, Origin has no liability for any claims arising out of or in connection with the processing or failure to properly process any User payments by the third-party payment processor. The Client acknowledges and agrees that Origin may, from time to time, change, suspend access to, replace, or discontinue features or any other aspects of the Platform (including Sub-Portals).

12. Data.The Client will upload the learning materials in the form of videos, documents, e-learning modules, and assessments. As between Origin and the Client, any andall information, data, results, plans, sketches, text, files, links, images, photos, videos, audio files, notes, or other materials uploaded by a User through the Service remain the sole property of the Client (“Client Content”). Origin will store all the versions of the Client’s learning materials and may use the Client Content solely to provide and improve the Services in accordance with this Agreement or the Client’s instructions. Origin will have access to the Client’s organization information, the payment gateway configuration, the branding logos, and the Client’s customer (B2B customers) information. As between the parties, Origin owns the aggregated and statistical data derived from the operation of the Service, including, without limitation, the User profile information for all learners, such as the first and last name, email IDs, other competency or skill level information, track the completion records of each user, the number of records in the Service, the number and types of transactions, configurations, survey responses, and reports processed in the Service, and the performance results for the Service (the “Aggregated Data”). Nothing herein shall be construed as prohibiting Origin from utilizing the Aggregated Data, provided that Origin’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any User or Client.

13. Data Protection. For the purposes of the Data Protection Legislation, the Client will be the data controller and Origin will be the data processor. If Origin is required to disclose the personal data to a third-party it will, unless it is prohibited from doing so legally, inform the Client of the relevant legal requirements before disclosing. Origin will take reasonable steps to ensure that all personnel who have access to personal data are made aware that the personal data is the Client’s confidential information and will maintain appropriate security, technical and organizational measures, in accordance with the Data Protection Legislation, to prevent unauthorized or unlawful processing of personal data and accidental loss, destruction of, or damage to personal data. Origin will assist the Client with reasonable appropriate technical and organizational measures, to fulfill the Client’s obligation to respond to requests for exercising the data subject rights laid down in Chapter III of the GDPR.

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.

14. Client’s Account. Client will be responsible for use of the Client’s Account and for maintaining the confidentiality and security of the password and username and will inform Origin immediately, if the Client knows or suspects that the Client’s Account has been accessed by an unauthorized third party.
15.  Limitation of Liability. EACH PARTY AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA, RECORDS OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICE), EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS IN SECTION 15, EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENTUNDER THIS AGREEMENT WITHIN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE CLIENT ACKNOWLEDGES THAT ORIGIN IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES OR CONTENT MADE AVAILABLE THROUGH THE SERVICE.
16. Confidentiality. Each party acknowledges that the other party may disclose its Confidential Information to the other in the performance of this Agreement. Accordingly, each party shall: (a) keep the Confidential Information disclosed by the other party confidential, (b) use Confidential Information only for purposes of fulfilling its obligations and exercising its rights hereunder, and (c) disclose such Confidential Information only to the receiving party’s employees who have a need to know and only for the purposes of fulfilling this Agreement, or (e) to the extent required by law. As used herein, “Confidential Information” means information in the possession or under the control of a party of a proprietary nature relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic, or machine-readable form. Confidential Information shall not include information that: (a) the receiving party possesses prior to acquiring it from the other, (b) becomes available to the public or trade through no violation by the receiving party of this paragraph, (c) is given to the receiving party by a third party not under a confidentiality obligation to the disclosing party, (d) is developed by the receiving party independently of and without reliance on confidential or proprietary information provided by the disclosing party.
17. Proprietary Rights. As between Client and Origin, the Origin Intellectual Property is, and shall at all times remain the sole and exclusive property of Origin. The Client shall have no right to use, copy, distribute, or create derivative works of the Origin Intellectual Property except as expressly provided herein. Origin shall have the right, in its sole discretion, to modify the Origin Intellectual Property. “Origin Intellectual Property”means (a) the Service, (b) all improvements, changes, enhancements and components thereof, (c) all other proprietary materials of Origin and/or its licensors that are delivered, provided, or used by Origin in the course of providing the Service, and (d) all other intellectual property owned by Origin and all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats and know-how, as well as and any underlying source code and object code related thereto, (d) any customization done for a specific Client is not “work for hire” and the right, title and interest of the customized service or product will remain with Origin.
18. Feedback. Origin may send surveys to Users (no more than once each year) to solicit feedback regarding performance of the Service and suggestions for improvements. Such feedback will be stored in anonymous and aggregate form, and may be freely used by Origin for any business purpose both during and after the Term.
19. Term and Termination. The term of this Agreement is specified in the Order Form (“Term”) and shall continue for its full duration unless earlier terminated by a party in accordance with this Section 14. Either party may terminate this Agreement for a material breach of any provision of this Agreement by the other party if such material breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party. Such termination right shall be in addition to any other rights and remedies that may be available to the non-breaching party. In the event the Agreement is terminated, all Order Forms are simultaneously terminated. Upon expiration or termination of this Agreement: (a) Client shall immediately cease using the Services; and (b) in connection with certain aspects of the Service that feature an export function, for a period of three months following expiration or termination, the Client may export the Client Content through the API or by using the export feature within the Service.
20. Suspension of Service. Origin may monitor the Service for a violation of this Agreement or any applicable law or third-party rights and may suspend access to the Service and remove applicable Client Content to the extent and for the duration of any such violation. Origin will use commercially reasonable efforts to provide notice to the Client in advance of any suspension to the extent practical under the circumstances. The Client agrees that Origin will not be liable to the Client or a User if Origin exercises its suspension rights as permitted by this Section 20.
21. Data Retention/Server Reclaim Policy. If the Agreement is suspended or terminated, Origin will provide a copy of site files (database and data files) to the Client. The copy of the site files will be available for 30 days from the end of service date. After 30 days, the files will be removed from storage (unless storage is required under law)
22. Indemnification. Origin will indemnify and defend the Client from and against any and all losses, liabilities, and claims (including reasonable attorneys’ fees) arising out of any claim by a third party alleging that the Service infringes or misappropriates the intellectual property rights of that third party. Notwithstanding the foregoing, Origin shall not be obligated to indemnify the Client if such infringement or misappropriation claim arises from: (a) the Client Content; (b) Client’s misuse of the Service; or (c) Client’s use of the Service in combination with any products, services, or technology provided by a third party. If such a claim of infringement or misappropriation is made or threatened, Origin may, in its sole discretion: (i) modify the Service so that it becomes non-infringing; (ii) obtain a license for the Client to continue its use of the Service; or (iii) notwithstanding Origin’s obligation to indemnify hereunder, terminate the Agreement with no liability to the Client along with the return of the unused portion of any prepaid fees.

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.

23. General. Any notice by a party under this Agreement shall be in writing and either personally delivered, delivered by facsimile, or sent through email or reputable overnight courier (such as Federal Express) or certified mail, postage prepaid and return receipt requested, addressed to the other party at the address specified in the Order Form or such other address of which either party may from time to time notify the other in accordance with this Section 23. A copy of all notices to Origin shall be sent to: Origin Learning Solutions, RR Towers IV, 3rd Floor, T.V.K Industrial Estate, Guindy, Chennai 600 032. For purposes of service messages and notices about the Service, Origin may place a banner notice or send an email to the email address associated with an account. It is the User’s responsibility to ensure that a current email address is associated with their account. All notices shall be in English and shall be deemed effective upon receipt.

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.)