End User License Agreement ('EULA')

ACCEPTANCE

You agree to accept and bound by the terms & conditions of this Agreement by opting any of the following options:

clicking the “Accept” button
downloading the product/application
installing the product/application
using the application
copying the product
opening the package
any other act which would be considered as usage of the Product/Application

If you are agree with all the terms & conditions of this Agreement then click "Accept"/download/copy/install/use/open the Product/Application. Else, if you do not agree to any/all of the terms & conditions of this Agreement, kindly click “decline” button/ do not download/copy/install/use/open the Product/Application or do not conduct any such act which will amounts to be considered as usage of the Product/Application. By downloading, installing, copying, accessing or using the Product/Application, You agree to this Agreement and in the event You are accepting this Agreement on behalf of another person or other legal entity, You represent and warrant that You have full authority to bind that person or legal entity to this Agreement.

This EULA supplements and incorporates by reference: (1) the Terms of Use and Service ("TOUS") accepted when you created your User Account; and (2) Pearson’s Privacy Policy ("PPP"). The terms of the TOUS and PPP become part of this EULA when you use the relevant Services, and, unless otherwise specified, all references to the "EULA" include the TOUS and PPP

By using the Services, you represent that you: (1) have read and understood the terms; (2) agree to use the Services in compliance with this EULA, all applicable local, state, national, and international laws and regulations, and the academic rules or policies of your Institution; and (3) are an Authorized User. You may not use the Services if you do not agree with the EULA or if you are not an Authorized User. If you have any questions about this EULA, please contact us legalteamindia@pearson.com

1. DEFINITIONS

“Agreement” means this End User License Agreement and includes the recitals, schedules, annexure or exhibits annexed.
“Application/Product” means application ‘MyInsights
“Company” means Pearson means Pearson India Education Services Pvt. Ltd., a company incorporated under the Companies Act, 1956 (CIN - U72200TN2005PTC057128), having its registered office at Pearson India Education Services Pvt. Ltd Registered Office Featherlite, ‘The Address’ 5th Floor, Survey No 203/10B, 200 Ft MMRD Road, Zamin Pallavaram, Chennai- 600044 Tamil Nadu, India India and corporate office at 1st Floor, Berger Tower, Plot No. C-001A/2, Sector 16B, Noida - 201301, Uttar Pradesh, India.
“Confidential Information” means and includes any information disclosed by one Party to the other that is written, graphic, machine readable or other tangible form irrespective of whether the same is marked “confidential”, “proprietary” or in some other manner to indicate its confidential nature.

Not withstanding the foregoing, the term Confidential Information does not include information that is:

Becomes known to the receiving Party, without restriction, from a source other than the disclosing Party without breach by the receiving Party or otherwise in violation of the disclosing Party’s rights;
Disclosed under operation of law, except that the receiving Party will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed;
Independently developed by the receiving Party without any use of the Confidential Information and by the employees or other agents of the receiving Party who have not been exposed to the Confidential Information, provided that the receiving Party can demonstrate such independent development with adequate evidence;
Known publicly at the time it was disclosed or becomes publicly known through no fault or action of the receiving Party or any breach of any confidentiality obligation;
Known to the receiving Party, without restriction, at the time of disclosure, provided the receiving Party can demonstrate such prior knowledge with adequate evidence;

Confidential Information shall also include; (i) Proprietary Information and (ii) Intellectual Property provided by one Party to the other for performance of the obligations under this Agreement.

“End User or You” mean person using the Product/Application for the permitted use here under
“Force Majeure Event” in respect of a Party here to shall mean any event or circumstance or combination of events and circumstances that prevents performance by a Party of its obligations under this Agreement, but only if and to the extent that such events or circumstances are not within the control and not due to fault or negligence of a Party (“Affected Party”) and could not have been prevented, avoided or overcome even if the Affected Party had taken reasonable care and shall include, without limitation, acts of God, government or military expropriation, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, exclusions, earthquakes, floods, the elements, strikes, labour disputes, shortages of labour or transportation or any causes beyond the reasonable control of such Party.
“Governmental Authority” shall mean and include the Government of India, any governmental, semi-governmental, administrative, fiscal, judicial, or quasi-judicial body, board, department, commission, authority, instrumentality, tribunal, court, agency or other authority exercising powers conferred by Laws.
“Intellectual Property” means all patents, copyrights, inventions, trade and service marks, brand names, software and any other intellectual properties owned by, used by, permitted to be used by or licensed by or to the Company in the course of provision of the services.
“Law” means all applicable national, foreign, provincial, local or other law including all applicable provisions of all:

laws (including common law), bye-laws, statutes, acts of state legislature or parliament, rules, regulations, ordinances, notifications, constitutions, decrees, treaties, codes, enactments, guidelines, policies, circulars, notices, directions, directives or orders of any Governmental Authority, statutory authority, court, tribunal having jurisdiction over the parties;
administrative interpretation, directors, directives, injunctions, judgements, decrees, arbitral award, orders or other requirements or official directive of any Governmental Authority or person acting under the authority of any Governmental Authority and / or of any statutory authority, court, tribunal having jurisdiction over the Parties;
international treaties, conventions and protocols; as may be in force from time to time.

“Term” shall mean the period for the license shall be valid and the End User shall be able to access the Product/Application.
“Services”shall mean usage rights or access rights given to the End User or You, on Pearson’s websites, Application/Product, digital products, and everything that powers them

2. GRANTING OF LICENSE AND TERM

Company has granted a non-exclusive, revocable, non-transferable license which gives limited right to install and use the Product/Application on a single device which will be used by the End User to access and use the Product/Application. Usage and access of the Product/ Application shall be in accordance with the terms and conditions of this Agreement and other related agreements (as may be determined by Pearson).
This Term of license to use the Product/Application shall be valid for the period of 12 months from the date of activation/installation of the Product/Application and is device/machine specific to be used by the End Users. Company may terminate the license and this Agreement instantly if You breach any terms and conditions prescribed under this Agreement. Upon termination under this Clause or Clause 7 below, You must promptly return, destroy or delete permanently all copies of the Product/Application and its documentation.
2.3 This Agreement is not an agreement of sale, and does not transfer any title, Intellectual Property or ownership rights to the Product/Application to You. You acknowledge and agree that Company’s Product/Application and related documentation and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into Product/Application, all future updates and upgrades, and all other improvements, revisions, corrections, bug-fixes, modifications, enhancements, upgrades, policy and database updates etc. and other updates in, of, or to the Product/Application, as applicable, all derivative works based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of the Company, having great commercial value to the Company.

3. CHANGE IN THE TERMS OF EULA (INCLUDING PPP AND TOUS)

Pearson may make changes to this EULA from time to time for any reason. Typically, these changes are made to conform to current practices, comply with changing regulatory requirements, or other similar purposes. If Pearson modifies this EULA in a manner that materially changes the terms or scope of the Services made available to you (“Service Change”), we will make reasonable efforts to notify you by either contacting you via email or posting reasonable notice in connection with the Services to alert you to such changes. Your continued use of the Services after reasonable notice of such changes to the EULA has been provided will constitute your consent to the revised EULA terms, which shall apply to any use of the Services following reasonable notice. If you deem any Service Change to have a material impact on you, you: (i) must so notify Pearson at legalteamindia@pearson.com within thirty days after receiving notice of such change; and (ii) may terminate your Subscription and your use of the Services. If you have any questions about this EULA, please contact us at legalteamindia@pearson.com

4. AUTHORIZTION TO USE THE SERVICES

The Services are available only to such End User or individuals, including but not limited to administrators or other representatives of Institutions, and students, who have gained lawful access to the Services directly from Pearson or its Third-Party Service provider or through the Institution with which such individual is affiliated ("Authorized User"). In order to initiate access certain Services, you may be required to register for a user account ("User Account") by providing your first name, last name, age, valid email address (and in the case of Enrollments, your Institution and Course name or code), and designating a secret and unique username and password ("Account Credentials"), as well as any additional information that may be required by your Institution. In some cases, your User Account may already be established for you by your Institution, or by way of direct access from an integrated Third-Party Service, such as a learning management system, each of which may have additional terms of use or requirements for account access. Pearson may use your Account Credentials to validate your account prior to providing access to the Services each time you access the Services.
You may have only one active User Account at any given time. You agree to provide accurate and truthful information when creating a User Account and to promptly update such information should it change.
You may not self-register for or otherwise access the Services if you have not attained the age of majority as per the local laws of your jurisdiction or unless your Institution or parent has established an account or registered on your behalf. If you are under the age majority pursuant to the laws in your jurisdiction (typically under the age of 18), you may not register or use the Services without first obtaining permission from your parent or guardian. However, if you are under the applicable age of majority and enrolled at an institution of higher education, you may self-register for the Services.
You understand and acknowledge that the administrators associated with your Institution or a Third-Party Service may have access to your User Account and may suspend, modify or terminate your User Account and/or your access to the Services at any time and for any reason.

5. UASGE OF CONTENT OF USER BY PEARSON

By creating, posting, uploading, or linking to User Content, You grant to Pearson a perpetual, royalty-free, worldwide right and license to use, host, license, store, reproduce, display, transmit, adapt, and distribute such User Content and any derivative works created from such User Content (such as those resulting from changes we make so that your User Content works better with the Services) in connection with the Services. Further, you acknowledge and agree that your User Content shall be available to other users on the same terms as granted by you to Pearson under this EULA and specifically this Section 5. Pearson shall not be responsible or liable for the deletion, destruction, damage, loss, or failure to store any User Content. By posting User Content that is owned by third parties, you represent that you have been granted the right to grant to Pearson the right to make such User Content available to users to the same extent as the Materials provided with the Services. You agree to provide proper copyright notices in connection with any User Content in which you or a third party assert a right of copyright. Additional terms and options may be presented through the user interface available on the Services for posting or uploading User Content, which shall supplement and have the same force and effect as the terms of this EULA.

6. AVAILABILITY OF SERVICES

You understand that the Services: (1) need Internet access to work; (2) may occasionally be offline for maintenance or emergencies; and (3) have features and functionality that may change over time. The scope and availability of the Services may vary according to: (1) additional terms presented at the time of purchase or registration; (2) enrollment in or registration for a specific Course or Service; and/or (3) any licensing terms between Pearson and your Institution. Pearson is not responsible for limitations of access resulting from any Third-Party Service or as the result of certain account settings established by your Institution.
You are responsible for obtaining Internet access in order to use the Services. You may access a Course available through the Services only for the duration of the Subscription purchased (typically one or two semesters depending on the Course), whether or not the Services are used, and subject to Pearson's right to terminate access under this EULA. Institution access may be provided for a different time period.
While Pearson makes reasonable efforts to ensure the availability of the Services to Authorized Users with active Subscriptions, the Services may be unavailable for limited periods of time due to scheduled routine maintenance, emergency maintenance or factors beyond Pearson's control, or due to Force Majeure conditions, such as disruptions of Internet services or unforeseen threats to the integrity or security of the Services.
Pearson may at any time, with or without notice to you, restrict the use and accessibility of the Services and/or discontinue any portion, feature, or content of the Services. Pearson will make reasonable efforts to provide Authorized Users with active Subscriptions notice of significant changes to the Services whenever reasonably feasible and provide alternative materials or services if substantial portions of the Services become unavailable.

7. RESTRICTIONS ON USE:

End User shall use the Product/ Application as per the terms and conditions of the Agreement and of related agreements and shall not:
Transfer, sale, sub-license, rent, lease, redistribute, encumber or authorize any other user to use the Product/ Application
Make any modification, improvement, adaptation, translation, enhancement or derivative work from the Product/Application
Use the Product/ Application for any commercial or other purpose for which it has not been designed/ intended
Not violate the applicable laws, rules or regulations in connection with the usage/ access of the Product/ Application
Decompile, disassemble, decrypt or reverse engineer the Product/Application; remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on Product/Application or its documentation
Make available/ install/use the Product/ Application on more than one device
Except with Company’s prior written permission, publish any performance or benchmark tests or analysis relating to the Product/ Application
Use the Product/ Application to make any other Product/ Application which is, directly or indirectly, competitive in nature in any manner to the Product/ Application, software or services offered by the Company
Distribute the access of the Product/ Application to multiple devices
Use the product/ Application in any manner which is not permitted under laws or to send unsolicited commercial emails or which is against the interest of company or can affect the reputation of Company in the market
Use the Company’s Information/ Intellectual Property Rights or any other information related to Company or its employees/ affiliates/ partners in any manner without the prior written consent of the Company
Remove any proprietary notices or labels on the Product/Application or delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the name of the Company, any derivation thereof, or any icon, image, or text

8. PAYMENT AND OTHER CHARGES

The price mentioned at the Product/ Application is the Maximum Retail Price (MRP) which is inclusive of all taxes, as applicable at that time. However, imposition of any other charges, in the coming future, by the State/ Central Government on the Product/ Application which is not inclusive in the price mentioned at the Product/ Application shall be borne by the End User and the company shall not be liable for the same. End user shall be responsible to bear any and all other charges in relation to the Product/Application

9. CONFIDENTIALITY, DATA PROTECTION AND PRIVACY

End User shall agree to maintain confidentiality of all Confidential Information provided under this agreement
End User shall be permitted to use the Confidential Information only for exercising rights granted under this Agreement. End User shall not use the Confidential Information for any other purpose without the Company’s written permission.
End User shall implement adequate security measures for maintaining secrecy of Confidential Information of Company. Such measures shall not be less than the measures taken by them to safeguard its own Confidential Information of the like nature.
End User hereby agrees that this Agreement or the contents thereof shall not be disclosed by End User to any third party without the prior written consent of the Company.
You acknowledge that the Product/Application is Confidential Information of Company. The Company (or its licensors) own exclusively and reserves all rights, title and interest in and to the Product/Application, including all Intellectual Property as well as any derivative works. You shall not exercise any right, title and interest in and to the Product/Application or any related Intellectual Property, except for the limited usage rights granted to You in this Agreement. You agree that You will take no action inconsistent with Company’s Intellectual Property Rights.

10. INDEMNITY AND LIMITATION OF LIABILITY

6.1 You will unconditionally indemnify, hold harmless and defend Company, its affiliates, and their officers, directors, employees, contractors and agents against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that Company, its affiliates, and their officers, directors, employees, contractors and agents incur or suffer as a result of or in connection with any third-party claims arising from:
- failure by You to obtain any consent, authorization or license required for use of Product/Application;
- use by You of the Product/Application in a manner not expressly permitted by this Agreement;
- any violation by You of applicable Laws; and
- infringement or misappropriation of patent, copyright, trademark, trade secret, or other intellectual property rights of a third party due to modifications or usage by You of the Product/Application
- Any material breach of this Agreement
Under no circumstances Company shall be liable to End User for any indirect, incidental or consequential damages (including loss of profit or business), howsoever arising, whether under contract, tort or otherwise, even if informed of the possibility of the same.
In no event, Company shall be liable to End User or any other Party for any loss or damage, including without limitation, for time, money, or goodwill, or for consequential or exemplary damages, which may arise from the use, operation, maintenance or other services, installation or modification of the Product/ Application or End User's inability to use the Product/ Application, in whole or part, for any other reason whatsoever, including, without limitation, by reason of defects, delays or copyright, patent or trademark infringement or for any other reason(s).
Company is providing and licensing the Product/Application to You on an “as is” without warranty of any kind, either explicit or implied, including, but not limited to, the implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose.

11. FORCE MAJEURE

It is agreed between the Parties that in the event the performance by the Company is prevented, interrupted or hindered in consequence of an Force Majeure Event, the obligations of the Company under this Agreement shall be wholly or partly suspended during the continuance and to the extent of such prevention, interruption or hindrance and it shall not to be deemed to be breach of this Agreement and/or related agreements by the Company. If the period of prevention, interruption or hindrance exceeds 30 (thirty) days then this Agreement shall automatically stand terminated unless the Parties agree to otherwise in writing. Termination pursuant to this clause shall be without prejudice to any accrued rights or remedies of the Company (including its right to claim and recover money losses/damages and other rights and remedies, which it may have in law or contract) in respect of the exercise of rights and the obligation performed prior to or not in relation to occurrence of such Force Majeure Event.

12. ARBITRATION

All disputes, differences, claims and questions whatsoever, which may arise either during the subsistence of this Agreement or afterwards between the Parties hereto and/or their respective representatives or any clause or anything contained herein or otherwise in any way relating to or arising from these presents or the interpretation of any provision contained herein shall be in the first place settled by mutual discussions between the Parties. However, if the Parties fail to settle the dispute, the same shall be referred to and settled by arbitration in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof (‘Act”’) for the time being in force. The arbitration will be conducted by a sole arbitrator who shall be mutually appointed by the Parties. In case of disagreement over the appointment of the sole arbitrator, the sole arbitrator shall be appointed in accordance with the provisions of the Act. The seat of arbitration shall be held at New Delhi and be conducted in English language. Any award made in such arbitration shall be binding on the Parties. The Parties shall bear the costs of arbitration equally.

13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of India. Nothing contained in this clause will preclude either Party from applying for and obtaining any injunctive, prohibitory or other similar urgent or interim relief from a competent court of law, for which the courts at New Delhi, shall have exclusive jurisdiction.

14. MISCELLANEOUS TERM

This EULA is personal to you, and you may not assign, transfer or delegate your User Account or your rights or obligations under this EULA, any applicable TOUS , or the PPP (collectively, the “Terms”) to anyone. Pearson may assign or delegate its rights or obligations under the Terms, in whole or in part, subject to Pearson's right and obligations under the Terms and any agreement it may have with your Institution. In the event that any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remainder of the Terms shall remain valid and enforceable according to its terms. The Terms comprise the entire agreement between Pearson and you with respect to the Services and cannot be modified by you absent a signed written agreement. Section headings and summaries in the Terms are for your convenience only and do not have any legal meaning or effect. If Pearson waives or fails to enforce any term or condition of the Terms on any one or more occasions, whether by conduct or otherwise, its waiver or failure to enforce such terms will not prevent Pearson from enforcing any terms or condition of the Terms at any other time. It is the express wish of the parties that the Terms and all related documents be drawn up in English.