TERMS AND CONDITIONS
Effective Date: [28/09/2022]
Toiing International Private Limited a registered company under companies act and operates under the brand xQ ("Company", “We”, “Our” or “Us” and their connotations) operates a website (http://www.xqvideolab.com), a mobile application called, and an invite-only video lab platform (collectively referred to as “Platform”) which is engaged in providing online and offline learning tools, video labs in schools, community platforms, mobile learning apps and services for children to help foster creativity, in the Indian market and other allied activities..
By using and signing up on this Platform, You acknowledge and confirm that you are 18 years of age or older and if You are under 18 years old (i.e. a “minor”), Your registration as an end user is completed by a parent or legal guardian. In the event You are below the age of 18 years, You shall not be permitted to register as a Teacher on our Platform. In the event You are the: (a) parent; or (b) legal guardian of a minor student for the purpose of the video lab platform, You shall not be allowed to register on the Platform unless you receive an invite from the Company. If the Company has previously prohibited You from accessing or using the Platform You are not permitted to access or use the Platform. The Teachers and Users (including minor users) hereinafter are referred to as “Users” or “You” or ”your”, as per the context as may be applicable in these Terms. “Third Parties” refer to any website, platform or individual apart from the Users and the creator of this website.
1. Terms of Service
2. System Requirements
Use of the Services requires one or more compatible devices, internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Due to the fact that use of the Services involves hardware, software, and internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed internet access is recommended. You acknowledge and agree that such procuring and maintaining system requirements, which may be changed from time to time, are your responsibility.
3. Description of Services
The Platform provides the information of the Teachers available, as listed by the Teachers on the Platform, who provide the training and tutoring services which Users would like to avail. We will provide Users with the list of Teachers providing such training or tutoring services. You understand that the details listed on the Platform are provided by the Teachers and We are not responsible for any misrepresentation or quality of the services guaranteed by the respective Teachers.
The Platform is open for all Teachers to register themselves and provide the details regarding their expertise in a particular field. Teachers shall also provide the updates regarding their achievements, new schedules, tips for learning etc. and the same will be added to your feed.
However, for accessing the Services, the Users and the Teacher may have to create an account and disclose personal information ("Personal Information") including, but not limited to, (i) name, e-mail ID, phone no, photograph, location, ID proof, educational qualification, and other contact information; (ii) gender and other demographics; (iii) social media profiles of Teacher. You are solely responsible for all activity that occurs on Your account, and we may assume that any communications we receive under Your account have been made by You.
With respect to the video lab platform, the schools shall send invites to the parents/ legal guardians of the minor students, on behalf of whom such parents/ guardians shall be required to create and maintain an account on the video lab platform. During the creation of such video lab platform accounts, such Users shall be required to disclose certain Personal Information of their own as well as of their minor children, which includes, but shall not be limited to: (i) name, email ID, phone no, photograph, location, ID proof, educational qualification, and other contact information (ii) age, date of birth, gender and other demographics; (iii) school name, the class in which such minor child studies and other personally identifiable information.
In the event of guest Users (i.e. Users using the Platform without registering thereon), such guest User shall be subject to a verification procedure on the Platform prior to he/ she being allowed to access the content thereon.
4. License to Use
The Company hereby grants the Teacher and the Users of the Platform, the limited right to access, view and use the Platform for the purposes of accessing, viewing, and posting content and videos. Company reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Platform.
This license is limited to personal and non-commercial uses by the Users. Any rights not expressly granted to You herein are reserved to Company.
For the sake of clarity, in case of any content/ videos created by the minor students being not less than 13 (thirteen) years of age, such minor students shall be permitted to share such content/ videos to their YouTube channels.
5. Intellectual Property Rights
The Company retains all rights (including copyrights, trademarks, patents, designs, logos, trade-dress, trade-secrets, know-how as well as any other intellectual property right) in relation to all information provided on or via the Platform by the Company (including but not limited to all texts, graphics, photos, videos, illustrations, apps and logos). You shall not copy, download, publish, distribute or reproduce any of the information contained on this Platform or social media in any form without the prior written consent of the Company.
You may establish a link to one or more site(s) provided that:
(a) the link is legal and not detrimental or damaging to and/or does not take unfair advantage of our reputation or business;
(b) such linking is specifically for advertising or promotional purposes of Teacher’s Services and/or unless We have expressly agreed to any other form of advertising or promotional activities;
(c) the link is not from any website which promotes any political or religious views, or promotes or depicts intolerance, hatred, discrimination, violence, pornography or illegal activity;
(d) the link does not falsely or misleadingly imply or suggest that We endorse, approve of or are associated with the linked website, its web pages or any of its contents; and
(e) framing of any site on any other website is not allowed and You must not provide access to the site or part of it under any other URL.
(f) in the event such a link is established to a minor student’s YouTube account, such minor student shall have attained 13 (thirteen) years of age.
The Company may withdraw your right to link to any site without notice and at any time (acting in our sole discretion).
Where any site and/or application contain links to other websites, web pages, resources, or mobile services which are proprietary to Third-Parties, other users, advertisers or sponsors, such websites, web pages, resources and mobile services are provided for your information only and You may access them at your own risk. The Company shall not be held liable or responsible for any losses or damages arising out of or in connection with the content or operation of third-party websites, web pages, resources or mobile services.
The Company enables payments via payment service providers (“PSP”) partners. The PSP may additionally seek information from you to process the payment for your payment and additionally may charge you the payment gateway charges that may be applicable. The User should take care not to share his personal UPI pin or OTP or CVV Number (a 3 or 4 digit numeric code on Credit/ Debit card) with any third party, whether intentionally or unintentionally. The Company never solicits information such as UPI pin or OTP or CVV Number over a call or otherwise. The Company shall not be liable for any fraud due to the sharing of such details by the Users. The providers providing third party services / PSP partners shall not be liable for any fraud due to sharing of such details by the Users. The Users shall be governed by the Terms & Conditions and Privacy Policies of the PSP for all payment related aspects.
While availing any of the payment methods available on the Platform, the Company shall not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to You due to:
1. Lack of authorisation for any transaction; or
2. Exceeding the pre-set limit mutually agreed by You and between the third-party bank; or
3. Any payment issues arising out of the transaction; or
4. Decline of transaction for any other reasons.
Applicability of GST: You hereby confirm that You are not registered or required to be registered under the applicable Goods and Services Tax Act. Accordingly, You confirm that the goods and services tax (GST) is not applicable to the services provided by you through the Platform.
In the event that the GST is applicable on the services provided by you, You shall intimate us about the same at least 10 (ten) days in advance through written communication sent to email@example.com along with details of GSTIN. Upon receipt of the written intimation, we shall collect GST at source in terms of the provisions of applicable law at the relevant point in time and pass on the credit to You by filing the relevant returns.
It is hereby confirmed that we shall not be responsible for any of your GST liability arising on the services rendered by You through the Platform or otherwise.
Further, in case of any tax, penalty or any other costs incurred by Us due to non-compliance or non-communication or any other action or omission attributable to You in relation to the afore-mentioned aspects on GST, such implications including but not limited to taxes, interest and penalties, shall be immediately reimbursable by You to Us.
(a)The Company has a 100% refund policy for unused credits/classes. Refund requests are acted upon by the Company within 3 days of receiving a request. If the User has entered the wrong number/VPA ID, then the Company is not a liable party in the transaction.
(b) The refund policy is applicable only for the paid class credits. It is not applicable on any class credits earned via referrals or any class credits gifted to the User.
The refund will be issued within 72 hours of processing the refund request and shall be credited back to the source.
9. User Content
The Company offers the User the opportunity to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials, including, without limitation, articles, commentaries, photographs, text, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or personally identifiable information. The Company reserves the right to remove any content at its discretion.
A guest User shall only be allowed to access the home section of the video lab platform and shall not have any access to any other sections on the said platform, where any of the Users have posted their content.
When any User uploads any video/ content onto the video lab platform, such User shall be entitled to share such video/ content
Additionally, the Company allows the minor students to submit their video lab assignments by uploading the same on the Platform. By uploading the video lab assignment onto the Platform, the User (in this case, the parent/ legal guardian of such minor student) hereby acknowledges that he/ she has viewed the content uploaded by the minor student on the Platform. The parent/ legal guardian shall be solely responsible for any damages or losses arising out of or in connection with any inappropriate or otherwise offensive content uploaded onto the Platform by the minor student, whether with or without the consent of the parent/ legal guardian.
Further, the Company hereby acknowledges that it shall not share any content prepared by a minor student onto the home page of its Platform without obtaining prior consent from the parent/ legal guardian of such minor student.
User may choose to write and post reviews on the Platform, provided that no commenting/ posting of reviews shall be allowed with respect to videos uploaded by the minor students to the video lab platform. We do not encourage the Users to post any Personal Information on the Platform as the ill effects of such revelation shall be borne by the Users. However, You can request the Company via e-mails to delete any such information posted by You. For the purpose of verification, the Company will review and scrutinize such emails before responding. Without limitation, User Content (and the content of third-party websites) may be considered inappropriate if:
(a) it is misleading in any way, and/or it gives a false impression as to its origins or approvals;
(b) it is defamatory, plagiarized (including plagiarism from your own work), abusive, malicious, threatening, false, misleading, offensive, insulting, discriminatory, profane, harassing, racist, sexist, indecent, obscene, pornographic, hateful or it advocates violence;
(c) it is in breach of confidentiality or another person’s privacy or other rights, or of any duty owed by the Teacher or the User;
(d) it prejudices any active or pending legal proceedings of which the Teacher or the User is aware;
(e) it contains accusations of impropriety or personal criticism of our personnel, editors or reviewers;
(f) it infringes any intellectual property rights proprietary to the Company or any third party;
(g) it is technically harmful (including content containing, without limitation, computer viruses, logic bombs, trojan horses, worms, harmful components, corrupted data or other malicious software, harmful data or conduct and/or contains any other element which is intended to harm the Company or any third party, or to carry out or facilitate any fraudulent or dishonest transaction);
(h) it advertises or promotes any product or service or makes any requests for donations or financial support;
(i) it is spam or junk content;
(j) it impersonates another person or otherwise misrepresents your identity, affiliation or status;
(k) it would be considered a criminal or statutory offense in any jurisdiction, or gives rise to civil liability, or is otherwise unlawful; and/or
(l) it is in breach of these Terms and/or of any additional terms.
The Company shall not be held responsible or liable for any of the User Content provided by the Teacher and/or User on the Platform. The User must not attempt to avoid or undermine any protections that the Company may put in place for the security and operation of any website.
In the event any User posts any content, which in the Company’s sole discretion, is deemed as inappropriate, the Company may immediately and without prior notice, cease such User’s access to the Platform and the Services, in addition to deleting the said User’s account on the Platform.
All rights, ownership and intellectual property in the content created by the Teacher and/ or the User (“User Content”) published on the Platform shall vest in the Company. You hereby explicitly consent to provide the Company with a worldwide, exclusive, royalty-free and perpetual right to use, display, publish, market, and distribute such User Content, on the Platform and on third party apps for promotional, advertising and marketing purposes. The Company shall have the sole and exclusive right to use, copy, modify, adapt, prepare derivative works from, distribute, perform, and display any/all such User Content on the Platform. All User Content published on the Platform is generated/provided or based on information provided by the User or third parties and the Company has no control and makes no guarantees regarding the quality, the accuracy, integrity or genuineness of such content or such other information provided on the Platform. You shall not copy, adapt, and modify any content without prior written consent of the Company. Further, in case of any content/ videos created by the minor students being not less than 13 (thirteen) years of age, such minor students shall be permitted to share such content/ videos to their YouTube channels.
By agreeing to these Terms, You agree to provide the right to other Users with permitted access to User Content to use the User Content in conjunction with participation in the Service and as permitted through the functionality of the Platform. Your User Content may be viewable by other Users of the Platform. You should only provide User Content that you are comfortable sharing with others under these Terms.
10. User Communication
You explicitly consent to receiving communication from the Company by email, telephone, WhatsApp or text message for the purposes of providing alerts and information about our Services and hereby agree to hold the Company indemnified against any liabilities including financial penalties, damages, expenses in case the User’s mobile number is registered with Do not Call (DNC) database. By registering yourself, You agree to make your contact details available to Our employees, associates and partners, so that You may be contacted for service-related information and promotions through telephone, WhatsApp, SMS, email, etc. The Platform also provides an In-App Interaction forum which enables the end users to communicate with the Teacher using the Platform. The communication shared under such forum shall not be publicly available and shall be limited to the evaluation by the Teacher. The Teacher may create an online teaching group on the Platform and on social media like WhatsApp, Facebook in the capacity of an instructor, tutor, and/or a coach in furtherance of providing their Services to the end user. The Company shall not be liable for the contents displayed, posted, submitted, published, broadcast by such Teacher on such groups. However, the Platform reserves the right to remove such person from the official communication channel.
11. Rule of Conduct
You must comply with the laws that apply to You in the location that You access the Company’s Services from. If any laws applicable to You restrict or prohibit You from using the Services of the Company, You must comply with those legal restrictions or, if applicable, stop accessing and/ or using the Services of the Company. You promise that all the information You provide to the Company on accessing and/or using the Services of the Company is and shall remain true, accurate and complete at all times.
Notwithstanding any other provision of these Terms, You agree and undertake not to:
(a) Hack, attempt to hack, modify, adapt, merge, translate, decompile, disassemble, reverse engineer or create derivative works out of the Service or any part of them (save to the extent which expressly cannot be prohibited in accordance with the applicable mandatory law in your jurisdiction);
(b) Remove, disable, modify, add to or tamper with any program code or data, copyright, trademark or other proprietary notices and legends contained on or in the Service;
(c) Upload any inappropriate or otherwise offensive content/ videos onto the Platform;
(d) Create software which mimics any data or functionality in the Service;
(e) Use or deal in the Service except as permitted by these Terms;
(f) Include contact details intended to enable communication outside of the Service, in any Communication;
(g) Use your access to the Service, or information gathered from it, for the sending of unsolicited bulk email;
(h) Provide hypertext links, URL links, graphic links, hyperlinks or other direct connection for profit or gain to the Service without prior written permission of Company;
(i) Make the Service or any part of it available to any third party (please note this does not stop you from fairly and honestly providing links to the Platform, or showing either to other people);
(j) Use or process the Service or any part of them unfairly or for any illegal or immoral purpose; or
(k) Delete or obscure any copyright or other proprietary notice on the Service.
The Service may only be accessed and used via authorized servers. You must take no action to bypass authorized servers and/or use third party software to modify any aspect of the Service, whether for the purpose of securing an unfair advantage over other Users, and You expressly consent to Company’s monitoring your computer's/ personal device’s random access memory for the purpose of identifying said unauthorized third-party programs.
12. Limited Liability
You shall be held personally liable for any violation of a third party's rights by You. You agree to reimburse the Company for all damages resulting from the culpable non-observance of the obligations of these Terms. The Users hereby agree to release the Company from any and all eligible claims that other Users or third parties may file against the Company due to a violation of their rights by content posted by the User or due to a violation of other obligations. You shall assume the costs of the Company’s legal defense including all court and legal fees. This condition shall not apply if the Users are not responsible for such infringement.
The Company does not guarantee or warrant the accuracy, adequacy, correctness, validity, completeness, or suitability for any purpose, and accepts no responsibility with respect to the information given by the Teacher and/ or Users on the Platform.
The Company shall provide the Teachers and/ or Users with encrypted and secured servers for uploading their videos and related information on the Platform. While the Company shall ensure, to the best of its abilities, that these links shall be secure, except as expressly set forth in these Terms, the services and implementation services are provided “as is” and the Company disclaims all warranties, whether express or implied.
You agree and understand that Company does not state or claim any warranty for the quality of services delivered by the Teacher listed on our Platform. At any instance of interactive classes, if the Teacher uses any sexual or abusive language or depicts any forced sexual acts, or pornographic images, then in such cases, please immediately inform the Company at the contact provided below in Clause 23. While we take reasonable efforts to monitor the videos/ content uploaded onto the Platform, in the event that the Users discover any inappropriate or otherwise offensive content/ videos uploaded to the video lab platform, the Users may immediately inform the Company at the contact details provided in Clause 23 below. The Company will make all efforts to take any and all necessary actions as per the applicable law. However, the Company explicitly disclaims any liability or responsibility in the event of such a circumstance.
Company shall not be held responsible for any unethical, illegal acts performed by the Users either by themselves or on the advice of the Teachers and the respective Users shall be personally responsible for any and all activities performed by them while taking the lectures or on advice provided in the communications exchanged between the Teacher and User.
In no event shall the Company be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or data use, incurred by You or any third-party, whether in an action in contract or tort, arising from your access to, or use of, the Platform or any content provided on or through the Platform.
The Company shall not be liable for any and all claims in the aggregate, arising out of or related to your use of the Platform.
Any third party websites and online services accessible by the Users through a hyperlink provided on the Platform (“External Sites”) have not been verified or reviewed by the Company and all use and access of External Sites shall be made at your own risk. The Company gives no other warranty in connection with the Service and to the maximum extent permitted by law, Company excludes liability for:
(a) any loss or damage of any kind howsoever arising, including any direct, indirect, special, punitive or consequential loss, whether or not such losses or damages arise out of any problem which the Company has been made aware of;
(b) the accuracy, currency or validity of information and material contained within any communications or the Service;
(c) any interruptions to or delays in updating the Service;
(d) any incorrect or inaccurate information on the Service;
(e) the infringement by any person (including the Users/ Teachers) of any copyright or other intellectual property rights of any third party through any communication or use of the Service;
(f) the availability, quality, content or nature of External Sites;
(g) any transaction involving External Sites;
(h) If the website is inoperative/non-responsive due to any connectivity errors associated with the internet connection such as but not limited to slow connectivity, no connectivity, server failure;
(i) Any incorrect information uploaded by the User or for any deletion of data;
(j) any amount or kind of loss or damage due to viruses or other malicious software that may infect a user's computer equipment, software, data or other property caused by persons accessing, using or downloading the Service, or any communication; and
(k) all representations, warranties, conditions and other terms and conditions which but for this notice would have an effect.
The Company does not warrant that the operation of the Service will be uninterrupted or error-free. The Company will not be liable in any amount for failure to perform any obligation under these Terms if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of the Company including Internet outages, communications outages, fire, flood, war or act of God.
Except as provided above there are no other warranties, conditions or other terms and conditions, express or implied, statutory or otherwise, and all such terms and conditions are hereby excluded to the maximum extent permitted by law.
You agree that in relation to your use of the Service, You will not in any way conduct yourself in a manner which is unlawful, or which gives rise to civil or criminal liability or which might call Company or the Service into disrepute. You agree that You are and shall remain responsible for maintaining the confidentiality of your password and username and for all activities that occur under your account.
In the event the account on the Platform is created by (a) parent; or (b) a legal guardian on behalf of a minor student, such parent or legal guardian shall at all times, remain responsible for maintaining the confidentiality of the account’s password and username and for all activities that occur under such account.
13. Third- Party Permission
The Company has subscribed to various third-party service providers and You agree and acknowledge that, while accepting these Terms, You explicitly grant permission to these service providers to use your information and make cold calls in furtherance of our Services on the Platform, even when your mobile phone is on ‘Do Not Disturb’ mode. In the event of any dispute between the third-party and You, the Company shall not be held liable in any manner whatsoever.
14. Amendments to Terms
The Company retains the right to modify these Terms: (a) in the event of any amendments made due to legal changes; (b) in the event of any amendments made due to decisions by the Supreme Court; (c) because of technical necessity; (d) in order to maintain Company operations; (e) in the event of a change in market conditions; and (f) for the benefit of the User.
No amendment will take place if such amendment would substantially disrupt the contractual balance between the parties. The Users will be informed of any amendments to the general Terms via the Platform or via notice by email or in writing.
Without limiting any other rights that the Company may have, the Company may remove, restrict, cancel or suspend Your access to and/or use of the Service and any part of it, if the Company considers (in the sole discretion of Company) that You have breached any of these Terms.
If We exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to You: (a) Your account shall be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from the Company’s support teams; and (b) if appropriate in our sole discretion, we may communicate to other Users that Your account has been terminated, blocked, suspended, deactivated, or cancelled, and why this action has been taken.
You may cancel Your use of the Platform and/or terminate Your account at any time by using the ‘account delete’ functionality on our Platform or by emailing us on firstname.lastname@example.org or by using the customer support mechanism provided on our Platform. Please note that if Your account is cancelled, We do not have an obligation to delete or return to You any User Content that You may have posted on the Platform unless otherwise required under applicable law.
You may also terminate your agreement with the Company by ceasing to access the Services, deleting all copies of the Services or any part thereof, within your control. Termination shall not affect any rights or remedies, which have accrued up to the time of termination.
You agree to indemnify and hold us, Our shareholders, contractors, and Our licensors, and Our respective directors, officers, employees and agents harmless from and against any all claims and expenses, including attorneys’ fees, arising out of or in relation to-
1. your use of the Services and/or the Platform; and/ or
2. violation of these Terms by You.
In no event shall we be liable to compensate You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable, and whether or not You had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with your use of or access to the Platform and/or the Services or materials contained therein.
If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.
Any rights and licenses granted hereunder shall not be transferred or assigned by You but, shall be assigned by the Company. Any attempted transfer or assignment in violation hereof shall be considered as null and void.
No waiver of any terms of these Terms shall be treated as a further or continuing waiver of such term or any other term and the Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
20. Government Laws and Jurisdiction
These Terms shall be governed by and construed in accordance with the Indian Arbitration and Conciliation Act 1996, or such similar laws of India, which are not in conflict with each other. Any and all disputes arising out of or in relation to these Terms shall be subjected to the exclusive jurisdiction of the competent courts of Mumbai, India.
Any feedback You may provide with respect to the Platform shall be deemed to be non-confidential. The Platform shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, You represent and warrant that (i) Your feedback does not contain your confidential or proprietary information or that of third parties; (ii) the Company is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) the Platform may have something similar to the feedback already under consideration or in development; and (iv) You are not entitled to any compensation or reimbursement of any kind from the Company for the feedback under any circumstances, unless specified.
Under no circumstances shall the Company be held responsible in any manner for any content provided by other users even such content is offensive, hurtful or offensive. Please exercise caution while accessing the Platform and please also immediately inform us at the below-mentioned details should you come across any such content.
If you have any questions about these Terms, please contact us by email or postal mail on the following address:
Company: Toiing International Private Limited
Name: Kartik Talwar
By submitting their details on the Platform, the Users hereby authorise Toiing International Private Limited, to send either through itself or through third party providers, from time to time various information including but not restricted to calls, SMSes, E-mails, Notifications, on the aforesaid telephone numbers, whether these numbers are listed with Do Not Call Registry / listed in National Customer Preference Register or not. The Users also confirm that by sending any of such messages / calls, the Users shall not hold the Company or its third party service providers, liable / institute complaint under Telecom Commercial Communications Customer Preference (TRAI) Regulations, 2010 or any such applicable regulations including any amendment thereof, as may be applicable from time to time.