UrbanPro Terms of Service

By accessing our website www.UrbanPro.com (“Website”) 'UrbanPro’ and/or 'UrbanProLearning Management System' and/or 'UrbanPro SYNC' (all together referred to as the“Service”) you agree to be bound by the provisions of these Terms of Use. The domain name, Website and the App is owned, registered and operated by “ThinkVidya Learning Private Limited”a private company incorporated under the (Indian) Companies Act 1956, and having its registered office at Building# 15,3rd Phase, Bannerghatta Road, J.P. Nagar, Bengaluru -560076, Karnataka,India (hereinafter referred to as “UrbanPro” or “us” or “our” or “company” or “We”).

The domain name, Website and the App is owned, registered and operated by ThinkVidya Learning Private Limited, a private company incorporated under the (Indian) Companies Act, 1956, and having its registered office at Building# 15,3rd Phase, Bannerghatta Road, J.P. Nagar, Bengaluru -560076, Karnataka,India(hereinafter referred to as “Urbanpro” or “ Urbanpro.com” or“ us” or “we” or “our” or “Company”).

These terms and conditions of use (“Terms of Use”), are between the Company, and the User(s), who are registered with us, or who use the Website and/or the App (hereinafter referred to as “You” or “Your” or “ User(s)”). The User can be:

• a). An educator, Tutors, Trainer(s), contributing User Content and/or
• b). Person, consuming/utilizing the User Content created by an Educator.

1. Eligibility; Accounts

• 1.1 You must be a real person & accounts registered by 'bots' or any other automated methods are are not permitted.
• 1.2 You have to provide your complete name, valid e-mail address, Phone number and any other information requested in order to complete the registration process.
• 1.3 You would be the sole user of your login credentials & using the same login details by multiple people are not authorized.
• 1.4 You are responsible for maintaining the security of your account and password. UrbanPro cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• 1.5 You are responsible for all Content posted and activity that occurs under your account.
• 1.6 One person/user may not maintain more than one account.
• 1.7 You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

2. Privacy Policy

Please read these Terms of Use as they shall govern your use of the UranPro website and App. By using or visiting the UrbanPro website, app or any UrbanPro data feed, products, software, and services provided to you on, from, or through the UrbanPro website (collectively the “Service”) you signify your agreement to (1) these “Terms of Use” (2)UrbanPro's Privacy Policy, found at https://www.urbanpro.com/privacy-policy and incorporated herein by reference and any other terms that are updated from time to time. If you do not agree to any of these terms, the Privacy Policy, please do not use the Service.

3. Copyright and Content Ownership

• 3.1 You own all content (including Personal Data) furnished by during the account registration and while publishing any of your content & materials. We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours.
• 3.2 UrbanPro may or maynot pre-screen Content, but UrbanPro and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
• 3.3 The look and feel of the Service is copyrighted. At no time You may not copy, duplicate, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts.
• 3.4 Inappropriate content is considered the posting, uploading, sharing, submitting, or otherwise providing content that:
• • a) Infringes UrbanPro's or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right.
  • b) You don’t have the right to submit.
  • c) Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful; encourages illegal or tortious conduct or that is otherwise inappropriate.
  • d) Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition.
  • e) Contains viruses, bots, worms, scripting exploits, or other similar materials.
  • f) Is intended to be inflammatory.
  • g) Could otherwise cause damage to UrbanPro or any third party.

4. User Content

• 4.1 You shall be solely responsible for your own User Content and the consequences of submitting and publishing such User Content on the Service. You are responsible for the legality, reliability, integrity, accuracy and quality of the Content. UrbanPro may suspend or terminate use of Services and this Agreement immediately upon receipt of any notice, which alleges that You and/or Authorized User has used Services for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. You hereby acknowledge and agree that Our performance of this Agreement requires that We process, transmit and store Personal Data under your documented instructions, which forms an integral part to this Agreement.
• 4.2 You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish the User Content that you submit; and you license to UrbanPro all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the Service pursuant to these Terms of Service for the duration the said User Content is available on UrbanPro's Service platform.

5. Termination

• 5.1 UrbanPro will terminate a user's access to the Service, if
  • 1. The user is a repeat copyright infringer.
  • 2. The users breaches any terms of these Terms of Service.
  • 3. Violation of any applicable laws.
  • 4. Your use of the Service disrupts our business operations or affects any other party/User or
  • 5. You have behaved in a way, which objectively could be regarded as inappropriate or unlawful or illegal or which would bring any claims against UrbanPro.
• 5.2 UrbanPro reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length or any other parameter that UrbanPro deems fit from time to time. UrbanPro may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's account for submitting such material in violation of these Terms of Service.
• 5.3 We may suspend access to the Services or require You to change Your password if we reasonably believe that the Services have been or are likely to be misused, and we will notify You accordingly. Any termination of Your registration and/or Account or the Services will not affect liability previously incurred by You.

6. Indemnification

You agree to indemnify, defend, and hold harmless UrbanPro, its affiliated companies, Vendors, employees, agents and its third-party vendors,licensors, and partners (“UrbanPro Indemnitees”) from any claims, losses, damages, liabilities, and expenses (including legal fees and expenses), arising out of any use or misuse of the Website, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein, whether by You or by any Child User associated with you if you are a Parent User or Coach. UrbanPro reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify UrbanPro, and You agree to cooperate with UrbanPro’s defense of these claims. UrbanPro will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

7. Eligibility to use and Acceptance of the Terms of Service

UrbanPro & its services are not available to

• A). Any users previously suspended or removed from the website/app by UrbanPro (OR)
• B). Any person who is not of an age, or possess legal, parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

By clicking the “I Agree” button or by otherwise using or registering an account for the Website/App, You represent

• (a) that You have not been previously suspended or removed from the Website by UrbanPro
• (b) that You are either
  • (i) at least of legal age or
  • (ii) Your parent and/or guardian has consented to Your use of the Website; and
• (c) that your registration and your use of the Website is in compliance with any and all applicable laws and regulations.

8. UrbanPro's Representation and Warranty

Valid Existence: We are validly existing and in good standing under the applicable laws.

Capacity to Execute the Agreement: We have the full right, power, authority and capacity to enter into this Agreement and perform our obligations.

Service Commitments: We will use commercially reasonable efforts to make the service available for your use as per our service commitments. Our service commitments are annexed herewith as under “Service Commitments”.

9. Limitation of Liability

• 9.1 To the fullest extent permitted by law, in no event shall UrbanPro, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, losses or expenses or consequential damages whatsoever resulting from any
  • (i) errors, mistakes, or inaccuracies of user content or any other content available at UrbanPro,
  • (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services,
  • (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,
  • (iv) any interruption or cessation of transmission to or from our services, (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our services by any third party, and/or
  • (v) any errors or omissions in any user content or any other content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages.
• 9.2 We acknowledge that, in some jurisdictions, warranties, disclaimers and conditions may apply that cannot be legally excluded, if that is true in your jurisdiction, then to the extent permitted by law, UrbanPro limits its liability for any claims under those warranties or conditions to either supplying you the services again (or the cost of supplying you the services again).
• 9.3 You specifically acknowledge that UrbanPro shall not be liable for user content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.
• 9.4 The service is controlled and offered by UrbanPro from its facilities in Bangalore - India. UrbanPro makes no representations that the service is appropriate or available for use in other locations. Those who access or use the service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

10. Dispute Resolution & Jurisdiction

• 10.1 We believe that any dispute can be resolved through communication. In case of any grievance, before taking recourse to the legal remedies available to you in law, please try contacting our Customer Support Team.
• 10.2 Each party irrevocably agrees that the courts of Bangalore, India will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

11. Restrictions on Transfer

Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, each party will have the right to assign this Agreement to any successor to substantially all of its business or assets, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

12. Force Majeure

Except for the obligation related to payment of Charges, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to Acts of God, government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, raw materials or equipment (hereinafter referred to as the “Force Majeure Event”). Provided however, that if a Force Majeure Event occurs, the affected party will, as soon as practicable:

• (i) notify the other party of the happening of the Force Majeure Event and its impact on the performance of the obligations of the affected party under this Agreement and
• (ii) use all reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations.

13. Invalid Provision

If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

14. Nature of Relationship

Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as the agent, franchisor, franchise, employee, representative, owner or partner of the other party, or authorize any party to make or enter into any commitments for or on behalf of any other party, and the relationship between the parties will only be that of independent contractors.

15. Other Laws

Certain laws require to maintain data with respect to the services, Goods and other personal information in a prescribed format and UrbanPro will use all the information to the extent required in compliance with the applicable laws and as may be directed or amended from time to time.

16. Governing Law and Jurisdiction

The Terms of Service are governed by and constructed in accordance with the laws of India, without reference to conflict of laws principles and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts located in Bangalore, Karnataka, India.

17. General

If any part of these Terms of Service is unlawful, void or unenforceable, that part of will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any notice required to be given in connection with the Services shall be in writing to the registered office of UrbanPro. We do not guarantee continuous, uninterrupted or secure access to our Service, and operation of the Service may be interfered by numerous factors outside our control. Headings are for reference purpose only an on no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to any breach by you or others does not waive our right to act with respect to subsequent or similar breaches.