Terms & Conditions
IMPORTANT: BY AGREEING TO THESE TERMS YOU AGREE TO RESOLVE DISPUTES WITH INNOCITY THROUGH BINDING ARBITRATION (AND WITH VERY LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS, AS DETAILED IN SECTION 18.
2. Additional Agreements
Additionally, if You are an Instructor (as defined below), You are also subject to the Expert Terms, which are hereby incorporated by reference into these Terms. If You are an Expert, and there is a conflict between these Terms and the Expert Terms, the Expert Terms will govern.
Our Services enable students, individuals, entrepreneurs, business owners, startups (the “Startup”) to connect with independent contractor, tutors, industry experts, mentors, trainers (the “Experts”, collectively with Startup, the “Users”) who provide live, in person, group, one on one and recorded instruction, tutoring, and learning services (the “Modules”) via Our Services. The Services include, without limitation, facilitating and hosting Modules and supporting materials, and taking feedback from Users.
From time to time, We may update these Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and Innocity reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If We make any material change to these Terms, We will notify You using prominent means such as by email notice sent to the email address specified in Your Account or by posting a notice through Our Services. Modifications will become effective on the day they are posted unless stated otherwise.
Your continued use of Our Services after changes become effective shall mean that You accept those changes. You should visit the Services regularly to ensure You are aware of the latest version of the Terms, as any revised Terms shall supersede all previous Terms.
Innocity may modify the Services or discontinue their availability at any time.
You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with Your access to and use of the Services, as well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.
If You elect to access or use Our Services that involve payment of a fee, then You agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If You provide credit card information to pay for such fees then You hereby represent and warrant that You are authorized to supply such information and hereby authorize InnoCity to charge Your credit card on a regular basis to pay the fees as they are due.
If Your payment method fails or Your Account is past due, then We may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with Us and/or retaining collection agencies and legal counsel. We may also block Your access to any Services pending resolution of any amounts due by You to InnoCity.
All of Your use, access and other activities relating to the Services must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. Further, access to Our Services from territories where their contents are illegal is prohibited. Those who choose to access or use the Services from locations outside of Indian Boarders do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, e-mail, or privacy. You further agree to comply with all applicable laws regarding the transmission of technical data exported from / to the Indian Borders or the country in which You reside. If You use the Services or Third Party Platforms (as defined in the next section) from countries outside of the Indian Boarder You must agree to abide by all local rules regarding online conduct and acceptable content.
4. General Disclaimer
The Services are only a marketplace for Experts and Startups. We do not hire or employ Instructors nor are We responsible or liable for any interactions involved between the Experts and the Startups who purchase an Expert’s Modules via the Services. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Instructors or Students, including, but not limited to, any Startup’s reliance upon any information provided by an Instructor.
We do not control Submitted Content (as defined below) posted on the Services and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Services, Innocity may expose You to Submitted Content that You consider offensive, indecent, or objectionable. Innocity has no responsibility to keep such content from You and no liability for Your access or use of any Submitted Content, to the extent permissible under applicable law.
The Services may give You access to links to third party platforms (“Third Party Platforms”), either directly or through Modules or Experts. Innocity does not endorse any of these Third Party Platforms and does not control them in any manner. Accordingly, Innocity does not assume any liability associated with Third Party Platforms. You need to take appropriate steps to determine whether accessing a Third Party Platform is appropriate, and to protect Your personal information and privacy on such Third Party Platform.
You may only access the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to Your use of the Services. You agree not to use the Services or the Company Content (as defined below) to recruit, solicit, or contact in any form, Experts or potential users for employment or contracting for a business not affiliated with Us without Our advance written permission, which may be withheld in Our sole discretion. You assume any and all risks from any meetings or contact between You and any Experts or other Users of the Services.
6. Specific Obligations of Experts
Please see Expert Terms.
7. Specific Obligations of Startup
As a Startup, You represent, warrant and covenant that:
- You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Services or registering for a Course.
- Your use of the Services are subject to Innocity’s approval, which We may grant or deny in Our sole discretion;
- You are over the age of 18, or, if not, You will only use the Services with the involvement, supervision, and approval of a parent or legal guardian. Children under the age of 13 may not register for an Account or register or purchase Modules.
- You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services.
- You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information.
- You will not copy, modify, reverse engineer, reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit any Company Content, the Services or Modules or Submitted Content except as permitted by these Terms or the relevant Instructor as applicable.
- You will not frame or embed the Services to circumvent the Services.
- You will not impersonate another person or gain unauthorized access to another person’s Account.
- You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services.
- You will not disclose any personal information to an Experts, and otherwise will assume responsibility for controlling how Your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information.
- You will not solicit personal information from any Experts or other Student.
Startups understand and agree that Experts from whom Startup may have purchased Modules(s) may choose to terminate their Accounts with Innocity and become inactive. Innocity does not guarantee Experts availability to Startup and shall not be held liable for any issues relating to Experts availability.
To use certain Services, You will need to register and obtain an account and password. When You register, the information You provide to Us during the registration process will help Us in offering content, customer service, network management and other services. You are solely responsible for maintaining the confidentiality of Your account, UserName, and password (collectively, Your “Account”) and for all activities associated with or occurring under Your Account. You represent and warrant that Your Account information will be accurate at all times. You must notify Us (a) immediately of any unauthorized use of Your Account and any other breach of security, and (b) ensure that You exit from Your Account at the end of each use of the Services. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of Your Account, either with or without Your knowledge, prior to Your notifying Us of unauthorized access to Your Account.
You may not transfer Your Account to any other person and You may not use anyone else’s Account at any time. In cases where You have authorized or registered another individual, including a minor, to use Your Account, You are fully responsible for (i) the online conduct of such Student; (ii) controlling that Student’s access to and use of the Services; and (iii) the consequences of any misuse.
9. Content, Licenses & Permissions
All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is “Content.” Where Innocity provides Content to You in connection with the Services, including, without limitation, the software, the products and the site, it is “Company Content”. Content uploaded, transmitted or posted to the Services by a User is “Submitted Content”. Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to Indian and foreign copyright and other intellectual property laws. You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Innocity with respect to Your Submitted Content and that Innocity shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of Your Submitted Content as authorized in these Terms or have any liability to You or any other party as a result of any use or exploitation of Your Submitted Content as authorized in these Terms.
Innocity hereby grants You (as a User) a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which You have paid all required fees, solely for Your personal, non- commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with particular Modules or Services. All other uses are expressly prohibited absent Our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless We give You explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to You. Experts may not grant You license rights to Submitted Content You access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.
Notwithstanding the foregoing, We reserve the right to revoke this license to access and use Submitted Content and Company Content granted to You as described above, as further detailed in section 15 below.
INNOCITY RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS. NOTWITHSTANDING THE FOREGOING, INNOCITY DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND INNOCITY SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SERVICES OR THROUGH THE SERVICES IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL. If You believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is Your responsibility to take such steps You deem necessary to correct the situation. If You believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws, You should report it to InnoCity in accordance with the procedures that We maintain under Our Intellectual Property Policy.
All rights not expressly granted in these Terms are retained by the Content owners and these Terms do not grant any implied licenses.
You may decide to send us unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, “User Ideas”). You must not transmit any User Ideas to or through the Services or Third Party Platforms, or to Us through e-mail, that You consider to be confidential or proprietary. You agree that We shall not be required to treat any User Ideas as being confidential or proprietary. You are responsible and liable for any User Ideas You submit. You agree that by submitting User Ideas to Us, including any concepts, know-how or ideas, You hereby grant Us a perpetual, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the User Ideas in connection with the Services, and for Innocity’s (and its successor’s) business, including without limitation, for promoting and redistributing part or all of the User Ideas (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to You or others. We are under no obligation to evaluate, review, or use any User Idea.
The trademarks, service marks, and logos (the “Trademarks”) used and displayed through Our Services or in any Company Content are Our registered or unregistered Trademarks or of Our suppliers or third parties and are protected pursuant to Indian and foreign trademark laws. All rights are reserved and You may not alter or obscure the Trademarks, or link to them without Our prior approval.
11. Warranty Disclaimer
THE SERVICES, COMPANY CONTENT, SUBMITTED CONTENT, MODULEs, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INNOCITY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. INNOCITY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, THE SUBMISSIONS, THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF INNOCITY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.
12. Limitation of Liability
Inaccuracies. A possibility exists that the Services provided on any Third Party Platform could include inaccuracies or errors, or information or materials that violate these Terms. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Services available on any Third Party Platform. Although InnoCIty attempts to ensure the integrity of the Services on Third Party Platforms, we make no guarantees as to the Services’ completeness or correctness. In the event that a situation arises in which the Services’ completeness or correctness is in question, please submit a request to firstname.lastname@example.org (with the subject line “Inaccuracies in Services on Third Party Platform Name”) with, if possible, a description of the Services to be checked and the location (URL) where such Services can be found on Our Services or Third Party Platform at issue, as well as information sufficient to enable Us to contact You. We will try to address Your concerns as soon as reasonably practicable. For copyright infringement claims, see our Intellectual Property Policy.
System Outages. InnoCIty periodically schedules system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that InnoCIty has no responsibility and is not liable for: (a) the unavailability of the Services including those available on Third Party Platforms; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any Internet service providers, any Third Party Platforms, or any Internet facilities and networks.
You hereby indemnify, defend and hold harmless Innocity, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys’ fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You under this Section 14, and in such case, You agree to fully cooperate as reasonably required with such defense and in asserting any available defences.
Any claim or cause of action arising out of or related to use of the Services, the Terms, or any services or information available through Third Party Platforms, must be filed within 1 year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such 1-year period, such claim or cause of action are forever barred.
InnocIty reserves the right to terminate, suspend, modify, or delete, at Our sole discretion, any (a) Submitted Content, Company Content, Modules, or any Service; and (b) Your access to Our Services or Your Account, as follows:
- If You breach or violate any of these Terms or any of Our applicable policies, as posted on Our Services from time to time, Innocity may take action immediately without prior notice to You. If We take action pursuant to this section, We shall not have any liability to You for any Module(s) You may have purchased nor for any other use of Our Services associated with Your Account. For avoidance of any doubt, You understand and agree that You will not be compensated nor be eligible for any refund under any circumstances for any such access lost to Our Services, including without limitation to Modules(s) You may have purchased;
- We may also take action for any reason or no reason, in which case We will provide prior notice to You. If We take action pursuant to this section, (a) if You are a Startup We will refund You for any access lost to Modules(s) that You may have purchased during the three (3) months period prior to such termination, all in accordance with and subject to the terms of Our refund policy set forth herein; and (b) If You are an Instructor, any such termination will also terminate Your right to offer Your Modules(s) through Our Services, and Innocity will pay all outstanding amounts owing to You up to termination date. Please note that Students who purchased your Course will retain access to the Modules so long as InnoCity deems necessary.
15. Electronic Notices
By using Our Services or communicating with Innocity, You agree that Innocity may communicate with You electronically regarding security, privacy, and administrative issues relating to Your use of the Services or these Terms. If Innocity learns of a security system’s breach, Innocity may attempt to notify You electronically by posting a notice through the Services or sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw Your consent from receiving electronic notice), please write to Innocity at email@example.com. Notice will be deemed given twenty-four hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, Innocity may give You legal notice by mail to a postal address, if provided by You through Your use any of the Services. In such case, notice will be deemed given three days after the date of mailing.
Entire Agreement. These Terms and any policies applicable to You posted on Our Services constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Innocity to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither Innocity nor any other party to these Terms shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
Governing Laws: Jurisdiction. This Website originates from the Ahmedabad, Gujarat. This Agreement will be governed by the laws of the State of Gujarat without regard to its conflict of law principles to the contrary. Neither you nor Innocity will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in State of Gujarat. By using this Website or ordering Products / Services, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. You hereby waive any right to trial by jury arising out of this Agreement and any related documents.
Statute of Limitation: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Waiver of Class Action Rights. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHER IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.