TERMS OF SERVICE

Thank you for signing up with CEDURA Testsol Pvt. Ltd (“CEDURA”, “we” or “us”). By buying our products or services, clicking to accept this Agreement, or using or accessing any CEDURA service or related services, you agree to all the terms and conditions of this Terms of Service Agreement (“Agreement”). If you are using an CEDURA Service or related services on behalf of a company or other entity or other person, then “Customer” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and each Order Form is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.

Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time. This Agreement includes any Order Forms and Service-Specific Terms (as defined below) as well as any policies or database or assessment or exhibits linked to or referenced herein.

Please contact us at hello@cedura.in or any ambiguities or prior Terms or Service or clarification or such and requests.

Our Terms of Services for website www.cedura.in, are published in accordance with the provisions of Rule 3(1) of the Information Technology Rules, 2011. This Agreement was last update on June 12, 2017.

OVERVIEW OF THE CEDURA PLATFORM.

CEUDRA provides a suite of psychometric and related products and services that allows subscribers to take online assessment and avail report through their web and mobile platforms. To accomplish this, Customer first signup with CEDURA on a website or mobile application, then buys required product or services and complete the online assessment as per the instructions provided. A detailed report would be made available, post completion of the assessment. Various features and facilities are provided over the online personal dashboard. The Service-Specific Terms and the applicable conditions or documentation provide additional details about each CEDURA Services.

DEFINITIONS

a. “Add-On” means integrations, applications and other add-ons that are used with the CEDURA Services.

b. “Aggregate/Anonymous Data” means:

(i) data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to Customer or its Visitors and (ii) anonymous learnings, logs and data regarding use of the CEDURA Services.

c. “Authorized Users” means registered Customer or user, Customer’s representative, Customer’s employees and contractors (such as media agencies or marketing consultants, or parents, or guardians) who are acting for Customer’s benefit and on its behalf.

d. “Confidential Information” means assessments, instructions, procedures, code, inventions, know-how, product plans, inventions, technical and financial information exchanged or made available under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

e. “Content” means questions, modules, text, images, videos or other content for the Customer Property that Customer selects for use with the CEDURA Service.

f. “Customer Data” means: (i) Content; (ii) Submitted Data; (iii) Visitor Data; and (iv) any other Customer Data specified in the Service-Specific Terms.

g. “Customer Property or Properties” means the (i) Customer Sites; (ii) Customer Apps; or (iii) other types of platforms or properties (as may be supported by CEDURA) specified in the applicable Order Form.

h. “Documentation” means CEDURA’s end user technical documentation or instructions or online material provided with the CEDURA Services.

i. “CEDURA Code” means the code or link developed and provided by CEDURA to Customer for use in connection with the CEDURA Service, which may include CEDURA software code (for Customer Sites integration), mobile SDK(s) (for Customer Apps), and Add-Ons or other similar code developed and provided by CEDURA.

j. “CEDURA Service” means the specific proprietary software-as-a-service product of CEDURA specified in Customer’s Order Form, including any related CEDURA Code and Documentation.

k. “CEDURA Technology” means the CEDURA Services, any and all related or underlying documentation, technology, Assessment, Questions, code, know-how, logic, logos and templates (including in any reports or output obtained from the CEDURA Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback.

l. “Order Form” means any CEDURA ordering documentation or online sign-up or subscription flow that references this Agreement.

m. “Regulated Data” means: (i) any personally identifiable information (other than information about Authorized Users necessary to create user accounts); (ii) any patient, medical or other protected or regulated health information (including HIPAA-regulated data); or (iii) any government IDs, financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations

n. “Scope of Use” means the usage limits or other scope of use descriptions for the CEDURA Service included in the applicable Order Form or Documentation. These include any numerical limits on Visitors or Authorized Users, descriptions of product feature levels and names or numerical limits for Customer Properties.

o. “Service-Specific Terms” means the additional or different terms and conditions (if any) specific to an CEDURA Service or other CEDURA products, features, services or subscription plans.

p. “Submitted Data” means data uploaded, inputted or otherwise submitted by Customer to the CEDURA Service, including Third Party Content.

q. “Subscription Term” means the initial term for the subscription to the applicable CEDURA Service, as specified on Customer’s Order Form(s), and each subsequent renewal term (if any).

r. “Third Party Content” means content, data or other materials that Customer provides to the CEDURA Services from its third-party data providers, including through Add-Ons used by Customer.

s. “Third Party Product” means any Add-On, applications, integrations, software, code, online services, systems and other products not developed by CEDURA.

t. “Visitor” means any end user of a Customer or individual or such.

u. “Visitor Data” means the data concerning the characteristics and activities of Visitors on the Customer properties collected for Customer by the CEDURA Service, including any such data specified in the Service-Specific Terms.

ACCOUNT REGISTRATION AND USE.

Customer and its Authorized Users may need to register for an CEDURA account in order to place orders or to access or receive an CEDURA Service. Account information must be accurate, current and complete, and will be governed by CEDURA’s Privacy Policy Customer agrees to keep this information up-to-date so that CEDURA may send notices, statements and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords and other access credentials for the CEDURA Service are kept strictly confidential and not shared with any unauthorized person. If there is any Authorized User, including minors or un-discharged insolvents, etc are not eligible to use the website, except under the legal/constructive guardianship of such person who are authorized to enter intro contract on behalf of such minors or users. In case of any Authorized user stops working for Customer, Customer must immediately terminate that person’s access to its account and any CEDURA Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Customer must notify CEDURA immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others.

Minors are not authorized to register themselves without guidance of parent or guardian or authorized person. All the information to be filled-in should be provided by the parent or guardian or authorized person and shall be solely responsible for all the terms or clauses of this Terms of Service. In case of any ambiguities or objections in providing the requested information the parent or guardian or authorized person should write to us at hello@cedura.in , with subject line “Objection – Minor registration”.

USE RIGHTS.

a. Use of CEDURA Services. Subject to all terms and conditions of this Agreement, CEDURA grants Customer a worldwide, non-exclusive, non-transferable, use the CEDURA Service designated on Customer’s Order Form solely for Customer’s purposes, but only in accordance with this Agreement (including without limitation any applicable Service-Specific Terms), the Documentation, and all applicable Scope of Use descriptions. Where specified in the Service-Specific Terms, the CEDURA Service may require installation of CEDURA Code on Customer Properties.

b. Use by Others. Customer may permit its Authorized Users to use the CEDURA Service provided their use is for Customer’s benefit only and remains in compliance with this Agreement. Customer will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Use by all Authorized Users in aggregate will count towards applicable Scope of Use restrictions.

c. General Restrictions. Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, sublicense or provide access to the CEDURA Service to a third party (except Authorized Users as specifically authorized above); (ii) incorporate the CEDURA Service (or any portion thereof) into, or use it with or to provide, any site, product or service, other than on Customer Properties owned-and-operated by Customer and as specifically permitted above; (iii) use the CEDURA Service (or any portion thereof) for time sharing purposes or for a third party’s benefit; (iv) publicly disseminate information regarding the performance of the CEDURA Service (which is deemed CEDURA Confidential Information); (v) modify or create a derivative work of the CEDURA Service or any portion thereof; (vi) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, logic, underlying ideas, algorithms, file formats or non-public APIs to any CEDURA Service, except to the extent expressly permitted by applicable law and then only upon advance notice to CEDURA; (vii) break or circumvent any security measures or rate limits for CEDURA Services; (viii) remove or obscure any proprietary or other notices contained in the CEDURA Service including in any reports or output obtained from the CEDURA Service.

d. CEDURA reserves right to discontinue or terminate service or restrict access or registration to the customer or its authorized user if it was brought to our notice or discovered that there is deliberate violation of the terms and conditions or intention to damage the business interests of CEDURA.

e. In case of technical issues that restricts usage or discontinues or terminates or denies further usage of services or products, CEDURA shall offer the services once more. Customer shall not request for cancelation of services or refund, in any circumstances. Customer shall bring any technical issues related to access or availing of services to CEDURA’s notice vide the contact details provided over the website.

f. Customer or its authorized user should provide information that is true and accurate. CEDURA services depend on accurate attempt or providing information or etc and the results directly depend on the inputs. If any attempt to test the services by providing wrong or inaccurate or incomplete information would be treated as violation of the Terms of Service.

CUSTOMER DATA

a. Customer hereby grants CEDURA a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Customer Data solely to the extent necessary to provide the CEDURA Service and related services to Customer. For Content, this includes the right to publicly display and perform Content and the Customer Properties (including derivative works and modifications) as directed by Customer through the CEDURA Service. Customer hereby grants permission to the data collected from Customer for CEDURA’s marketing and business development activities.

b.Aggregate/Anonymous Data Customer agrees that CEDURA will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is CEDURA Technology, which CEDURA may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve CEDURA products and services and to create and distribute reports and other materials). CEDURA will not distribute Aggregate/Anonymous Data in a manner that personally identifies Customer or its Visitors.

c.Security CEDURA agrees to maintain technical and organizational measures, directly or through its third-party service providers, designed to secure its systems from unauthorized access, use or disclosure. These measures will include: (i) storing Customer Data on servers located in a physically secured location and (ii) using firewalls, access controls and similar security technology designed to protect Customer Data from unauthorized disclosure. CEDURA takes no responsibility and assumes no liability for any Customer Data other than its express security obligations in this Section.

d.Storage CEDURA does not provide an archiving service. During the Subscription Term, Customer acknowledges that CEDUARA may delete Content no longer in active use. CEDURA expressly disclaims all other obligations with respect to storage. Additional storage terms may be specified in the applicable Service-Specific Terms.

CUSTOMER OBLIGATIONS

Customer agrees to:

(i) Maintain a legally-adequate Privacy Policy on its Customer Properties and provide all required disclosures to its Visitors

(ii) Obtain all necessary rights, releases and consents to allow Customer Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant CEDURA the rights herein

(iii) Use the CEDURA Services in compliance with CEDURA’s then-current Acceptable Use

(iv) Collect or use any Regulated Data to or with the CEDURA Service (including from Third Party Products) except where expressly permitted by the Service-Specific Terms

(v) Comply with any third party terms applicable to Third Party Products used in connection with the CEDURA Service and

(vi) Not take any action that would cause CEDURA, the CEDURA Service or the CEDURA website content to become subject to any third party terms. Customer represents and warrants that its Customer Properties and the collection, use and disclosure of Customer Data will not violate third party rights, including intellectual property, privacy and publicity rights. If Customer receives any take down requests or infringement notices related to Customer Data or its use of Third Party Products, it must promptly stop using these items with the CEDURA Services and notify CEDURA.

FEES AND PAYMENT.

Customer agrees to pay all fees in Indian Rupees for the services as per the pricing table provided for all the services. It is required to pay the fee before using the services. No dispute would be raised by customer regarding the fee charged for the services as you have agreed while buying them. CEDURA reserves the right to change the prices for the services without prior notice to the customers or authorized users. CEDURA utilizes services of third party payments providers while you pay for the services. We are not responsible for of any delay or failed transaction or cancellation of order or withdrawal of services due to payment issues. You agree to pay all applicable taxes, charges etc, for the services, that could be levied and revised time to time by State or Central governments, unless otherwise already included in the offered price.

TERM AND TERMINATION.

a.Term This Agreement is effective until all Subscription Terms for the CEDURA Service(s) have expired or are terminated as expressly permitted herein.

b.Subscription Term and Renewals By placing an Order Form for purchase of an CEDURA Services or products Customer is agreeing to pay applicable fees for the availing the services or products. Customer cannot cancel or terminate a Service or Product once it is bought.

c.Suspension of Service CEDURA may suspend Customer’s or Authorized user’s access to the CEDURA Service(s) if: (i) Customer’s account is overdue or (ii) Customer has exceeded its Scope of Use limits. CEDURA may also suspend Customer’s access to the CEDURA Service(s), remove Customer Data or disable Third Party Products if it determines that: (a) Customer has breached Sections 4 (Use Rights) or 6 (Customer Obligations) or (b) suspension is necessary to prevent harm or liability to other customers or third parties or to preserve the security, stability, availability or integrity of the CEDURA Service. CEDURA will have no liability for taking action as permitted above. For avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period. However, unless this Agreement has been terminated, CEDURA will cooperate with Customer to restore access to the CEDURA Service once it verifies that Customer has resolved the condition requiring suspension.

d.Refund CEDURA offers services related to but not limited to Psychometric assessments, and counselling, career guidance, etc, which act as a guide to the user and the services rendered as soon as availed. Hence we cannot offer any refund to the user, for whatsoever reasons. The Customer or Authorized used is deemed to have understood and accepted this.

e.Effect of Termination Effect of Termination. Upon any expiration or termination of this Agreement or an Order Form: (i) Customer’s license rights shall terminate and it must immediately cease use of the applicable CEDURA Service(s) (including any third party services), cease distributing any CEDURA’s software or application installed on its Customer Properties. (ii) Customer’s right to access any Customer Data in the applicable CEDURA Service will cease and CEDURA may delete any such data in its possession at any time. If CEDURA terminates this Agreement for any cause that breaches any of the Terms of Services, any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer.

LIMITATION OF LIABILITY

At any circumstance CEDURA shall be liable for the amount more than that it received from the Customer or Authorized user or Company for any direct, indirect, incidental, or any kind of damages including but not limited to damages related to termination or use of data or intangible losses from any information or use of offered services or any such arises from its services or this terms of services.

CONFIDENTIAL INFORMATION

a.Obligation of Confidentiality Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know (which, for CEDURA, includes the subcontractors or third party service providers), provided that such party remains responsible for any recipient’s compliance and these recipients are bound to confidentiality obligations no less protective than this Section.

a.Exclusions These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

a.Remedies The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

INDEMNIFICATION.

Customer will indemnify and hold CEDURA, its affiliates, third-parties, directors, officers, agents and employeers, harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to any Customer Data, Customer Property (including services or products provided through such property), or breach or alleged breach Customer Obligations. Customer confirms that customer shall be responsible for any damage that may have caused to CEDURA for wrongful usage of website or content or services or products including but not limited to Intellectual property violations or breach of Terms of Services or in any manner as the case may be. Customer also agrees to defend CEDURA against these claims at CEDURA’s request, but CEDURA may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense.

GENERAL

a.Notices Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices) to CEDURA following address, hello@optimizely.com, and include “Attn. Legal Department” in the subject line. CEDURA may send notices to the e-mail addresses on Customer’s account or, at CEDURA’s option, to Customer’s last-known postal address. CEDURA may also provide operational notices regarding the CEDURA Service or other business-related notices through conspicuous posting of such notice on CEDURA’s website or the CEDURA Service. Each party hereby consents to receipt of electronic notices. CEDURA is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.

b.Publicity Unless otherwise specified in the applicable Order Form or such document, CEDURA may use Customer’s name, logo and marks (including marks on Customer Properties) to identify Customer as an CEDURA’s customer on CEDURA’s website and other marketing materials.

c.Subcontractors & Communication CEDURA may use subcontractors or counsellors or consultants and permit them to exercise the rights granted to CEDURA in order to provide the CEDURA Service and related services under this Agreement. Under no circumstances, Customer should engage in direct or indirect communication with the counsellors or subcontractors or consultants or such of CEDURA without prior written confirmation from CEDURA.

d.Subpoenas Nothing in this Agreement prevents CEDURA from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but CEDURA will use commercially reasonable efforts to notify Customer where permitted to do so.

e.Force Majeure Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, temporary or permanent internet connection failure, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

f.Severability If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

g.No Third-Party Rights Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form and not any affiliated entities.

h.Attorneys’ Fees and Costs The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.

i.Governing Law Jurisdiction and Venue. This Agreement is governed by the laws of the State of Telangana and India, without regard to choice or conflict of law rules thereof. All the disputes arising out of the present agreement are subject to Hyderabad jurisdiction and you would not raise objection or challenge to this jurisdiction clause in any manner and accept the jurisdiction of Court at Hyderabad.

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