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Privacy Policy
PLEASE READ THIS DOCUMENT CAREFULLY
PLEASE scan THIS DOCUMENT rigorously
Being a law loving organisation we have a tendency to respect your privacy and is committed for being clear whereas handling your personal data.
This Privacy Policy presents however Upskill Master collects, uses, and shares data regarding you after you use the Upskill Platform, or otherwise move with America. It conjointly goes over however you'll exercise your privacy rights and selections.
The Upskill Master Platform is meant to permit Creators to create, design, publish, and sell courses, employment and alternative services to their Students. This Privacy Policy applies after you access or use the services and tools offered through our Platform (“Upskill Master”), or otherwise move with America. Your access to our Platform and use of Upskill Master Services is additionally ruled by our Terms of Use. Capitalized terms used however not outlined during this Privacy Policy are often found in our Terms of Use.
Please scan this Privacy Policy rigorously before accessing our Platform and mistreatment Upskill Master Services. If you have got any queries, please contact America at: info@upskillmaster.com.
Children
As expressed in our Terms of Use, you want to be a minimum of eighteen years recent to use the Platform, or, if you're between the ages of thirteen and eighteen, you want to have your parent or guardian’s permission to use the Platform. Upskill Master doesn't wittingly collect or store any personal data from or regarding youngsters underneath the age of thirteen, {and we have a tendency to|and that we} can delete such data if we become aware that it's been submitted through our Platform.
Parents or guardians WHO believe that Upskill Master might need any personal data from or a couple of kid underneath the age of thirteen might submit letter of invitation to info@upskillmaster.com for America to get rid of such data.
Overview
Personal information refers to any information that relates to an identified or identifiable individual. How we handle your personal information will depend on whether we act as a “controller” or as a “processor” for the personal information. The controller is the entity that decides how and why to process personal information. The processor processes personal information on behalf of the controller at the controller’s direction.
We are the controller of personal information that it collects and processes in connection with the use of our marketing site and the provision of our services. This includes personal information that you provide to us when you create an account on the Upskill Platform, subscribe to a plan, enroll in a course, purchase Coaching through our Platform, etc. Please refer to the “Personal Information We Collect” section of this Privacy Policy for more information about personal information that we collects as a controller.
Creators are the owners of content that they upload, submit, or otherwise provide to the Upskill Platform (“Creator Content”) and are the controller with respect to any personal information included in their Creator Content. Our processes Creator Content on behalf of the Creator as a processor.
When a Student enroll in Creator Content, Upskill will provide the Creator access to a limited set of personal information about the Student (“Student Data”) to enable the Creator to provide their services to the Student. Upskill and Creators may each use Student Data for their own business purposes, at all times subject to the terms of this Privacy Policy, the Data Processing Agreement and our Terms of Use. The Creator and Upskill each act as an independent controller with respect to their particular use of Student Data.
Creators acknowledge and agree that they are responsible for complying with all applicable laws and regulations related to the protection of personal information for which they are controllers.
Personal Information We Collect
Upskill collects personal information about you in several different ways, depending on how you interact with our Platform. Please note that the types of personal information we collect differs depending on how you’re using our Platform, for example, as a Creator or a Student.
Personal Information you give us (or that we receive from others): We collect personal information you directly provide to us. We may also receive personal information about you from others; e.g. from another user or our payment processors.
Account Information. To use certain features of our Platform (such as to create a course or to enroll in a course), you’ll need to register for an account with Upskill Master. To do so, you’ll need to provide us with certain personal information, such as your name, email address, and password.
Upskill Master Plans. When you subscribe to a paid Upskill Master plan, we will collect certain personal information from you for the purposes of billing your subscription fees and any payment service fees, such as your business and billing address. You’ll also need to provide certain payment-related information directly to our third party-payment processors, as described below.
Creator Payment Information. If you’re using Upskill Master’s Native Payment Gateways, you’ll need to link your payment account to our Platform to receive payouts. By linking your account, Upskill Master will receive certain payment related information about you, including your payment card type and last four digits, postal code, country of origin, payment expiration date, and any email address associated with the payment type. Further, we will collect certain personal information for tax purposes. This tax information may include your full name, address, and registration number.
Student Payment Information: To purchase a course, Coaching, or other service through our Platform, you’ll need to provide us with certain personal information, such as your name, address, and information about the service you are purchasing. You may also need to provide certain payment-related information directly to our third party payment processors, as described below.
Third Party Payment Processors. We use third party payment processors like PayPal and Stripe to process payments through the Upskill Master Platform. For payments processed via Upskill Master Native Gateways, the third party processor provides us with information related to the payment status of your account; this information includes your payment card type and last four digits, payment expiration date, zip code, approximate location based on IP address, country of origin, and any email address associated with the payment type. For security purposes, Upskill Master does not collect or receive any sensitive payment information, such as your complete card number or authentication data.
Our third-party payment processors are independent from Upskill Master and have their own privacy processes. For additional information about how your payment information is processed and stored, we recommend that you review the applicable payment processor's Privacy Policy.
Participation in Creator Content. When you enroll in a course, Coaching service, or other Creator Content, Upskill Master will collect personal information relating to your participation in the Creator Content, such as courses enrolled in, quiz results, lecture progress and certifications.
Third Party Integrations. You may allow our Platform to interact with third party services (such as Facebook and Zoom). The information you allow Upskill Master to access varies by service, and it is affected by the privacy settings you and those that you are connected with establish while using such services. Third-party services are operated, controlled, and maintained by third parties not operated, controlled, or maintained by Upskill Master. We recommend that you read the terms of use and privacy policies of those third party services to understand how they collect, use, and share your personal information with us or other third parties.
Other Personal Information. You may choose to provide us with other personal information. For example, we may collect your name, email address and other personal information when you fill out a survey, participate in a Upskill Master -sponsored contest or promotion, request customer support, or otherwise communicate with us.
Personal Information from your use of our Platform: We automatically collect certain information from your interactions with our Platform.
Usage Data. Upskill Master logs usage information when you visit and use our Platform. This information may include IP address, browser type, operating system, and other information about the use of our website, such as the pages you viewed, when you viewed them, and links that were clicked.
Cookies and Similar Technology. Upskill Master may collect information about you through the use of cookies and other similar technologies. Cookies are pieces of data in the form of text files that your browser stores on your hard drive and sends back to us when making requests, and similar technologies. For more information on our use of cookies and similar technologies, please refer to our Cookie Policy.
Approximate Location. We may receive and process information about your approximate location. For example, we may be able to determine your approximate location from your IP address and other information about you. Upskill Master does not ask for or track any precise location-based information.
How We Use Personal Information We Collect
Our primary purpose for using your personal information is to provide you with a smooth, efficient, and customized experience, for customer support, advertising and marketing communications, research and service development, and to keep our Platform and users safe and secure.
To provide and improve our services. We use personal information that we collect about you to allow you to access our Platform, to provide you with the services you request, and to improve and customize Upskill Master Services.
For customer support. We use personal information to investigate, respond to, and resolve customer queries, send you technical notices and security alerts, and provide other support and administrative services.
For advertising and marketing communications. We use personal information to develop targeted advertising both on and off our Platform about Upskill Master Services, and to communicate with you about our products, services, offers and promotions, including making recommendations about Upskill Master Services you may be interested in.
For research and service development. We use personal information to conduct market research and to develop new services in order to provide you with a better experience and to drive growth in our business.
For legal and security purposes. We use personal information to prevent, detect, investigate, and take measures against criminal activity, fraud, misuse of or damage to our Platform or network, and other threats and violations to Upskill Master or a third party's rights.
How We Share Personal Information We Collect
Upskill Master only shares your personal information with third parties under the circumstances described below. We do not sell or otherwise disclose personal information we collect about you for monetary or other valuable consideration.
With Creators
When you participate in Creator Content, Upskill Master will share certain personal information about you (“Student Data”) with the Creator to allow the Creator to provide you with their services. The set of personal information that we share with Creators are limited to the following:
Account information, including your name and email address
Purchase information, including amount paid, your address, and other billing information (but never your complete card number, which we also don’t get)
IP address
Information about your participation in the Creator Content, including the Creator Content you enrolled in, lecture completion status, course progress, quiz results, and certificates
Any messages you exchange with the Creator through Upskill Master
Upskill Master will only provide Student Data to a Creator upon the purchase or enrollment of a Student in the Creator’s Content.
Upskill Master does not disclose any other types of personal information about Students to Creators. Students assume full responsibility for the disclosure and use of any other personal information the Student chooses to disclose to any Creator or other users, which at all times shall be subject to the terms of this Privacy Policy and our Terms of Use.
With Students and Other Users
When you use Upskill Master Services to publish Creator Content, information contained in your Creator Content will be viewable to users who are given access to your Creator Content. For example, when you publish your bio on a sales page, personal information in your bio will be viewable to persons who visit your sales page.
Please keep in mind that all of the information that you share or content that you publish in your bio, posts, comments, or other public portions of our Platform becomes public information. Because this information is publicly available, we cannot control how others treat it. We ask you to exercise care in deciding what personal information you choose to share, and refrain from sharing your sensitive personal information and those of others.
With Integrated Services
When you choose to integrate third party services with our Platform, your personal information may be shared with these third parties. We recommend that you read the terms of use and privacy policies of those third party services to understand how they collect, use, and share your personal information.
With Your Consent
Upskill Master may send your personal information to a third party when you give us consent to do so or at your direction. For example, this may occur when we complete a transaction at your request.
With Service Providers
We may share personal information with vendors, consultants, payment processors, and other service providers that provide us with certain services and process personal information on our behalf. These services may include providing customer support, performing business and sales analysis, supporting our website functionality, facilitating payment processing, and supporting contests, surveys, and other features offered on our Platform.
These service providers are not permitted to use your personal information for any other purpose, and their use of such personal information will be subject to appropriate confidentiality and security measures.
With Business Partners
We sometimes partner with third parties to offer you events, promotions, contests and other programs. To participate in these offers, you may be to provide your email address and other personal information. We will only share your email address and other personal information with a business partner when you expressly authorize us to do so.
With Advertising and Analytics Partners
We may share usage data with third-party advertisers, advertisement networks, and analytics providers through cookies and other similar technologies. These third parties may collect information sent by your computer, browser, or mobile device in response to a request for content, such as unique identifiers, your IP address, or other information about your computer or device. For more information on our use of cookies and similar technologies, please refer to our Cookie Policy.
With Affiliates
We may share personal information with our parent, affiliates, and other companies under common control and ownership, subject to the terms of this Privacy Policy.
We may also share your personal information in connection with a substantial corporate transaction, such as a sale of our business, a divestiture, merger, consolidation, or asset sale, in the event of bankruptcy, or in preparation for any of these events. Any other entity which buys us or becomes part of our business will have the right to continue to use your personal information, but only in the manner set out in this Privacy Policy unless you agree otherwise.
Legal Disclosures
Upskill Master may be to disclose personal information if directed by a court of law or other governmental entity. Without limiting the foregoing, we reserve the right to disclose such information where we have a good faith basis to believe that such action is necessary to:
Comply with applicable laws, regulations, court orders, government and law enforcement agencies’ requests protect and defend Upskill Master or a third party's rights and property, or the safety of Upskill Master, our users, our employees, or others prevent, detect, investigate and take measures against criminal activity, fraud and misuse or unauthorized use of our Platform and/or to enforce our Terms of Use or other agreements or policies
To the extent permitted by law, we will attempt to give you prior notice before disclosing your information in response to such a request.
Your Rights and Choices
Upskill Master gives you choices with respect to our use of your personal information. These choices include accessing, updating, or deleting your personal information, as well as choosing what communications you would like to receive from us. Depending on your location, you may have additional rights related to your personal information (see the Jurisdiction Specific Provisions section below for more information about location-specific privacy rights).
You can also choose not to provide us with certain personal information, but that may result in you being unable to use certain features of our Platform because that information may be for you to register for an account, purchase Upskill Master Services, enroll in Creator Content, participate in our promotional offerings, get customer support, or engage in other activities on our Platform.
Please note that in cases where you wish to exercise your data privacy rights with respect to personal information for which a Creator is the controller, you’ll need to directly contact the Creator to exercise your rights.
Please refer to the ‘Data Privacy Requests and Verification’ section below for information on how to make a data privacy request.
Accessing, Updating, and Deleting Your Personal Information
You can access and update certain personal information about you by visiting your Account Settings.
You can also submit a data privacy request to receive a copy of personal information that we hold about you, free of charge.
If you believe that any personal information we are holding about you is incorrect or incomplete, we will work with you to make corrections deemed necessary. Note that we may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
If you’d like Upskill Master to delete your account or delete personal information it holds about you, you can submit a deletion request. Note that when we delete your account, personal information that you have shared with others (for example, through comments or an intake form) may still be visible. Upskill Master will also retain certain personal information about you where reasonably necessary to comply with our legal obligations or for our legitimate business purposes.
Data Privacy Requests and Verification
You can request to access, update, or delete your personal information by emailing us at info@upskillmaster.com from the email address associated with your account.
If you would like to make a request under the privacy laws of your jurisdiction, please let us know where you reside and which rights you’d like to exercise. For more information about exercising your jurisdiction-specific privacy rights, please see section ‘Jurisdiction Specific Provisions’ below.
To protect your privacy, we need to verify your identity before we process your data privacy request. As part of this process, we will need to receive the request from you via the email address associated with your account. Depending on the nature of the request, we may also need to obtain additional information necessary for us to verify your identity.
You may designate an authorized agent to make a data privacy request on your behalf. To do so, we will need to receive written permission by you or a valid power of attorney, and we may also verify the validity of the request directly with you.
Controlling Promotional Communications
You can opt out of receiving some or all of our promotional communications through the unsubscribe link in the email or by emailing info@upskillmaster.com.
If you opt out of promotional communications, we may still send you transactional communications, such as service announcements, administrative and legal notices, and information about your account, without offering you the opportunity to opt out of these communications. If you no longer wish to use our Platform or receive any communications from us (except for those that are legally ), please contact info@upskillmaster.com to have us delete your account.
Please note that opting out of promotional email communications only affects future communications from us. If we have already provided your information to a third party (such as a credit card processing partner) before you changed your preferences or updated your information, you may have to change your preferences directly with that third party.
Controlling Cookies and Similar Technologies
Most web browsers are set to accept cookies by default. If you prefer, you can usually set your browser to remove or reject cookies. Note, however, that deleting cookies or directing your browser to refuse them may limit your ability to use certain portions of our Platform that require cookies to function. For more information on our use of cookies and similar technologies and how you can opt out, please refer to our Cookie Policy.
Do Not Track Signals
Your browser may give you the option to send a “Do Not Track” instruction to websites you visit. However, since there is no accepted standard for how a website should respond to this instruction, we do not currently recognize or respond to these signals.
Upskill Master uses the following legal bases for processing:
For the performance of a contract. We will process your personal information to fulfill our contractual obligations with you, such as to provide you with access to Upskill Master Services, to communicate with you regarding your use of Upskill Master Services, and to comply with our Terms of Use.
For legitimate interests. We will process your personal information for our legitimate interests or those of others (as long as the processing is not outweighed by your data protection interests). This includes but is not limited to, preventing fraud and other abuse, ensuring the security of our Platform, protecting our legal rights and interests, conducting market research and product development, and for marketing purposes.
To comply with legal obligations. We will process your personal information to comply with all applicable laws, regulations, court orders, and government and law enforcement agencies’ requests.
Consent. We will process your personal information when you have given us consent to do so, such as when you consent to receive certain communications from us.
If you’d like to withdraw your consent or object to our processing of your personal information, please contact info@upskillmaster.com
If you believe that we have not adequately addressed your concerns or wish to report an alleged infringement of applicable data privacy laws, you may file a complaint with your local supervisory authority.
Upskill Master has appointed MCF Legal Technology Solutions Limited as its EU representative for purposes of GDPR. Our EU representative may be contacted via info@upskillmaster.com
No Rights of Third Parties
This Privacy Policy does not create rights enforceable by third parties or require disclosure of any personal information relating to users of our Platform.
Changes to Our Privacy Policy
We encourage you to periodically review this Privacy Policy to stay informed about our privacy practices, as we may review and update our processes from time to time.
If we make a change that, in our sole discretion, is material, we will notify you through email, by posting a notification on our website, or as by law. Unless otherwise stated, changes to this Privacy Policy will take effect immediately as of the date it is posted. By continuing to use our Platform after Privacy Policy changes go into effect, you agree to be bound by the revised Privacy Policy.
Contact Us
If you have questions or concerns regarding this Privacy Policy or Upskill Master handling of your personal information, or if you would like to exercise your rights described in this Privacy Policy, please contact us at:
Upskill Master
An Initiative By A1 HiiTech Healthcare Solutions Pvt Ltd
112, SHiv Shakti Ind Estate,
A.K Road, Marol Naka, Andheri East
Mum-400059
Email: info@upskillmaster.com
Terms & Conditions
Master Services Agreement - UPSKILL MASTER'S
This Master Services Agreement (“Agreement”) governs the access and use of Upskill Master as a platform for Business and as a platform for Government.
1. Definitions. As used in this Agreement, the following terms have the meaning set forth below.
a) “Affiliate” means any entity that directly or indirectly benefits, is benefited by, act as an influence with the subject entity.
b) “Customer” means the party entering into an usage of the platform Upskill Master, or otherwise signing up to use the Services.
c) “Courses” means the online courses provided by Upskill Master as part of the Services.
d) The “Fees” means the amounts payable by Customer to Upskill Master for access to the Services.
e) “Order Form” means the ordering document mutually executed by Upskill Master and Customer, including electronic orders submitted by Customers purchasing the Team Plan version of the Services, specifying: (1) the Fees payable by Customer to Upskill Master for provision of the Services, (2) the duration of the Services to be provided by Upskill Master to Customer, (3) the number of Users authorized to access the Services, and (4) other billing and payment information regarding Upskill Master provision of the Services to Customer.
f) “Personal Data” means any personal data that Customer submits into the Services.
g) The “Services” means Upskill Master for Business or Upskill Master for Government, a platform for online education provided by Upskill Master that includes the Courses.
h) “Upskill Master” is an initiative and a sister concern of A1 Hi-Tech Healthcare Solutions Pvt. Ltd, or one of its affiliates.
i) “Users” means the employees and contractors that Customer authorizes to access and use the Services.
2. Provision of the Services. Upskill Master agrees to make the Services available to Customer and its Users pursuant to the terms of this Agreement, and as specified in an Order Form. In the event that Customer is purchasing a subscription to the “Paid Plan” version of the Services, then Customer acknowledges and agrees that certain features generally available in the Services may not be available to Customer.
3. Restrictions. Customer shall not, nor shall it permit its Users to:
a) Copy, distribute, create derivative works, hack, or modify the Services or any of the Courses,
b) Input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic, defamatory or libellous content into the Services,
c) Scrape, spider, or utilize other automated means of any kind to access the Services, including but not limited to accessing API endpoints for which Customer or its Users have not been provided authorization by Upskill Master,
d) Use the Services for benchmarking or any other similar competitive purposes, or in order to build a competitive product to the Services,
e) Share login access to the Services among multiple individuals, transfer a User license (except in connection with a change of job assignment or termination of employment), or otherwise permit any party other than the Users to use the Services,
f) Use or access the Services in a India embargoed country or in violation of any Indian export law or regulation, or allow any individual that is on a Indian government denied-party list to use the Services,
g) Introduce any computer code, file, or program that may damage the Services,
h) Use the Services in any manner that is unlawful or that infringes the rights of others, or
i) Permit any individual that is under the age of 13 years old to use the Services.
4. Violations of Restrictions. In the event that Upskill Master determines that Customer or any of its Users has violated the restrictions set forth in Section 3 above, Upskill Master reserves the right to terminate or suspend access to the Services for Customer or the relevant Users.
5. Fees Customer will pay the Fees as set forth in one or more Order Forms or Plan. Unless stated otherwise in an Order Form, all fees are payable in Indian Rupees. In the event that Customer is late in making payments, then Upskill Master reserves the right to charge the greater of 1.5% interest per month or the maximum interest permitted by law, and Customer will be liable for all third-party collection costs.
6. Taxes The Fees and other amounts to be paid hereunder do not include any amount for taxes, including any applicable sales, use, excise, or other transaction-based tax ("Taxes") or levy (including interest and penalties). Customer agrees to pay all amounts payable under this Agreement free and clear of all deductions or withholdings or rights of counter claim or set-off, unless by law. If a deduction or withholding is so , then Customer agrees to pay such additional amount as to ensure that the net amount received and retained by Upskill Master equals the full amount that Upskill Master would have received had the deduction or withholding not been . Customer shall reimburse Upskill Master and hold Upskill Master harmless for Taxes or levies to which Upskill Master is to collect or remit to applicable tax authorities. This provision does not apply to Upskill Master income, franchise and employment taxes or any taxes for which Customer is exempt provided Customer has furnished Upskill Master with a valid tax exemption certificate. To the extent a taxing authority changes their position or taxing policy requiring Upskill Master to collect a Tax or levy from Customer, Upskill Master will add the Tax or levy to the Customer invoice.
7. Confidentiality.
a) Scope of Confidentiality. Each party agrees that all code, inventions, know-how, or business, technical, and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”), constitute the confidential information of the Disclosing Party (“Confidential Information”), provided that it is either identified as confidential at the time of disclosure, or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed. Personal Data is considered Confidential Information. Confidential Information will not, however, include any information that: (1) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party, (2) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party, (3) is already in the possession of the Receiving Party at the time of disclosure by the Discloser, (4) is obtained by the Receiving Party from a third party without a known breach of the third party’s obligations of confidentiality, or (5) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if by law so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.
b) Non-Use and Non-Disclosure. Except as expressly authorized herein or as necessary to perform its obligations hereunder, the Receiving Party agrees to: (1) not disclose any Confidential Information to third parties, and (2) not use Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations hereunder.
c) Processing of Personal Data. Notwithstanding the provisions of this section, Customer agrees that Upskill Master may process Personal Data as necessary for: (1) storage and other processing necessary to provide, maintain, and update the Services, and (2) the provision of customer and technical support to Customer regarding the Services. To the extent that Customer is subject to a local data privacy law (including but not limited to the General Data Protection Regulation of India), then Customer agrees to request from Upskill Master a data protection agreement prior to providing any Personal Data to Upskill Master.
8. Term and Termination.
a) Duration of Term. This Agreement will commence on the Effective Date, and will continue until all Order Forms hereunder have expired or have been terminated. The duration of the Services will be specified in each applicable Order Form. Unless otherwise specified in an applicable Order Form, and with the exception of Customers on the Upskill Master for Business Team plan that have disabled auto-renewal within the Services, Order Forms will renew automatically for additional terms of one year, unless terminated by either party by giving at least 30 days written notice prior to the end of the then-current term.
b) Termination for Material Breach. Either party may terminate this Agreement and any applicable Order Forms in the event that the other party materially breaches this Agreement, by providing 30 days written notice, unless such breach is cured during such 30 day notice period. In the event that Customer terminates this Agreement or any Order Form due to material breach by Upskill Master, then Customer will be entitled to receive a pro-rated refund for Services not rendered past the termination date. Sections 5-11 and 15-18, as well as any accrued rights to payment, will survive any termination or expiration of the Agreement.
9. WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE AGREED UPON BY THE PARTIES, UPSKILL MASTER PROVIDES THE SERVICES AS-IS AND DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES RELATING TO MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY.
10. Limitation of Liabilities. NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (1) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR (2) ANY AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO UPSKILL MASTER IN THE 12 MONTHS PRIOR TO THE DATE THE RELEVANT CLAIM AROSE.
11. Indemnification.
a) Upskill Master Indemnification Obligations. Upskill Master agrees to defend Customer for all third party claims arising from an allegation that Customer’s use of the Services as permitted under this Agreement infringes upon a third party’s intellectual property rights (“Claim Against Customer”), and indemnify Customer from any damages, reasonable attorney fees, and costs incurred by Customer as a result of a Claim Against Customer. In the event that the Services become subject to a third-party intellectual property claim, or Upskill Master believes that the Services will become subject to such a claim, then Upskill Master may elect to: (1) modify the Services so that they are no longer allegedly infringing, (2) obtain a license for Customer’s continued use of the Services, or (3) terminate this Agreement or any applicable Order Forms, and provide Customer a pro-rated refund for Services not rendered past the termination date. This section states Upskill Master sole liability to the Customer with respect to a claim that any part of the Services infringes the intellectual property rights of a third party.
b) Customer's Indemnification Obligations. Customer agrees to defend Upskill Master for all third-party claims arising from Customer’s violations of Sections 3(a) and 3(b) of this Agreement (“Claim Against Upskill Master”), and indemnify Upskill Master from any damages, reasonable attorney fees, and costs incurred by Upskill Master as a result of a Claim Against Upskill Master.
c) Requirements for Indemnification. In order for the indemnification obligations hereunder to apply, the party seeking indemnification must: (1) promptly tender a claim for indemnification, (2) allow the indemnifying party sole control of the defence or settlement of the underlying claim, and (3) reasonably assist with any defence or settlement of the underlying claim at the indemnifying party’s request and expense.
12. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Upon learning of any violation of this restriction, Customer agrees to promptly notify Upskill Master's legal department, by emailing legal@upskillmaster.com.
13. Publicity. Customer grants Upskill Master the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Upskill Master website and in other promotional materials.
14. Force Majeure. Neither party will be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is beyond a party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, failure by a third party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.
15. Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed), except, however, that either party may assign this Agreement and all Order Forms under this Agreement without the other party’s consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
16. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.
17. Governing Law Venue, and Attorney’s Fees. This Agreement and any disputes arising under it will be governed by the laws of the State of Maharashtra without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in Mumbai, India. In the event of any dispute between the parties regarding the terms of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.
18. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Customer provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed Order Forms. This Agreement, or any part thereof, may be modified by Upskill Master at any time, including the addition or deletion of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.
