Terms of Services

1. Introductions and Definitions

1.1 These General Terms and Conditions apply between Vydiatech Inc. ("Vydiatech") and (“Customer”) purchasing from Vydiatech (SAAS) software as a service Learning Management System ("Vydiatech LMS") referred to in the Order Form as defined below.

1.2 The Customer confirms that he/she understands these Terms and Conditions and accepts them as binding with respect to the use of Vydiatech products and services.

1.3 Under these Terms and Conditions, "Online Order" shall mean any ordering documents accepted by Vydiatech, including any appendices, used by the Customer to purchase SAAS, LMS or other services from Vydiatech. The Online Order contains a description of the "Vydiatech LMS" ordered, which is a cloud based, multi-lingual integral software service (SAAS) targeting the need of corporate and academic institutions transitioning from traditionally developed courses to an online learning platform. The Vydiatech LMS includes each LMS Edition and any updated, improved or otherwise modified version(s) thereof furnished by Vydiatech pursuant to a product quotation or an order from Customer for Customer’s sole and exclusive use in duration of their subscription. The Online Order also specifies the no. of users and No. Of courses Allowed for the Subscription plan as chosen by the Customer.

2. Grant of License

The Customer obtains a non-exclusive right to use the Vydiatech LMS ("License").

3. Subscription License Fee

The License is conditioned upon the Customer having paid the subscription Fee stated in the Online Order or otherwise agreed in writing between Vydiatech and the Customer. The subscription License Fee is exclusive of any VAT or similar taxes or public duties and fees. All such taxes, duties and fees shall be paid by the Customer. Any upgrade in the subscription License will be treated on a pro-rata basis considering the previous subscription fees and will be adjusted likewise in the upgraded subscription License Fee.

4. Scope of the License

4.1 The Customer may use, access, display, run or otherwise interact with SAAS using a compatible Web Browser on compatible operating system, on a single computer, workstation, terminal, handheld PC, “smart phone”, or other digital electronic device (“computer”) during the subscription validity period purchased from Vydiatech.

4.2 Vydiatech LMS application server is a cloud based application, which delivers secured course content through Vydiatech Content Server or Adobe Connect servers (Optional). Customer gets and/or purchases a unique Adobe Connect Server Account to manage its Courses and Webinars as stated in the Online Order or otherwise agreed in writing between Vydiatech and the Customer. All communications between Vydiatech LMS, Adobe Connect servers and end users are protected using SSL encryption (Optional).

4.3 The Customer shall introduce routines and control functions in order to ensure that the number of Active users and courses that may access the SAAS do not exceed the number of Active users and courses that may access the SAAS do not exceed the number of subscription License granted according to the Online Order.

4.4 Without Vydiatech’s prior written consent, the Customer is not entitled to use, copy or in any other way transfer or use the SAAS in any manner except as stated in the Online Order or these Terms and Conditions. Marking and/or information regarding patent, copyright or copyright notices in SAAS may not be removed, changed or modified in anyway. The same applies to corresponding marking of all documentation provided by Vydiatech.

4.5 Customer is not entitled to grant any sublicenses, lease, lend or in any way let anyone else, whether directly or indirectly or against compensation or free of charge, use the SAAS; provided, however, that nothing herein shall prevent Customer from using the Product in its ordinary course of its business.

5. Vydiatech’s Proprietary Rights

5.1 Vydiatech owns the SAAS at all times, including any copyrights and/or as applicable patent rights, concerning the Vydiatech LMS.

5.2 The License does not include any transfer to the Customer of Vydiatech's ownership of the SAAS Software (including the computer media through which the Software is made available), such as copyrights, or as applicable, any patents rights.

6. Delivery

6.1 SAAS Delivery: The SAAS shall be delivered in accordance with what is stated in the Online Order. Vydiatech is only responsible for the installation of the SAAS Edition License as purchased by the customer and is not responsible for the data entry and language conversion, unless otherwise agreed between the parties in writing. If Vydiatech agrees to assist with the data transfer and / or language conversion in the purchased Edition License, Customer shall pay for this in accordance with Vydiatech's price list for such services in force at the time of the purchase of the subscription License.

6.2 Course  Delivery / Approvals Requested: Vydiatech is responsible to deliver the LMS with data as provided by the customer and any other media as per contract in schedule time and would like the customer to finish the acceptance within 15 working days from the delivery date. In case of delays the customer will have to provide the reason in written prior to the last date of acceptance. In case the reason is not provided and / or the reason is not valid as per Vydiatech. Vydiatech may ask for damages for the delay of up to 10% of the cost of the service in question.

6.3 Course Transformation / Creation / Create E-learning course: In case where customer requires Vydiatech to create E-learning courses for them, Vydiatech would charge the customers based on course material provided to them on a one hour course basis. This one hour course will include a maximum of 33 slides for presentation and up to maximum 65 minutes of raw audio. Anything extra will be charged separately. Any other module (like case studies, resources, help files, video recording etc) will be charged separately bases on order.

6.4 Course module ownership: i.e. the course raw material as well as the final course module remains the property of the customer at all times.

7. Scope of Liabilities

7.1 Examination of the Software and claims: At delivery, the Customer shall examine the functionality and quality of the SAAS subscription. If the Customer concludes that the SAAS deviates from the agreed specifications or requirements for the Vydiatech LMS (hereinafter referred to as "Defects"), the Customer shall notify Vydiatech in writing within thirty (15) days of delivery, with all available details regarding the alleged Defect. Failing this, the Customer looses the right to claim any fee reversal for the time period left , free support or remedy with respect to any Defects which could have been discovered within such 15-day period.

The Customer’s right to claim any support or remedy in accordance with Section 7.2 – 7.4 hereof is further conditioned on full compliance with each and all of the following provisions:

(i) the Customer shall have utilized the Software in the work environment prescribed by Vydiatech and according to online manuals and all other instructions and directions of Vydiatech,

(ii) the Customer shall have utilized the SAAS with compatible web browser on any operating systems as stated in the Online Order or in the product specifications provided by Customer and accepted by Vydiatech,

(iii) the Customer at its own costs shall have provided Vydiatech with all necessary information and/or material, in order for Vydiatech to verify the alleged Defect.

7.2 Support: Subject to Section 7.1, Vydiatech will provide Customer, free of charge, appropriate support in case of Defects of the SAAS. The support will be provided within reasonable time from the date Customer has notified Vydiatech in writing of the Defect. At the request of the Customer, Vydiatech may, at its sole discretion, provide support not related to any Defects.

During the term of the Edition License, the Customer shall use, store and maintain the SAAS in a manner that will prevent any dissemination of know-how and confidential information. The confidentiality obligation will remain in force after the expiry of the subscription License and these

7.3 Remedy in case of Defects: In case of a Defect, Vydiatech will, subject to Section 7.1 hereof, free of charge either, at the option of Vydiatech, (i) remedy the Defect, (ii) replace the SAAS Edition, or (iii) refund the part Edition License Fee.

7.4 Warranty and Liability: Vydiatech represents and warrants that the SAAS will be free from defects in material and workmanship for a period of one-hundred-eighty (180) days after the date of delivery.

Vydiatech’s warranty is strictly limited to the Sections 7.3 and 7.4. Vydiatech disclaims any representation or warranty claims of any kind, whether express or implied, with respect to its products and services. No employee, representative or agent of Vydiatech has any authority to bind Vydiatech to any affirmation, representation or warranty except as stated in Section 7.3 above. Under no circumstances shall Vydiatech have any liability to the customer or any other person or entity for any indirect, special, incidental or consequential damages of any descript-tion, whether arising out of warranty or other contract, negligence or other tort, or otherwise, including without limitation lost goodwill, loss of investment or any other losses.
Vydiatech assumes no liability whatsoever for the functionality or quality of plug-ins or other auxiliary programs designed to work together with the Software, or for the interoperability of such programs together with the SAAS.
If the Customer breaches any of the material provisions of these Terms and Conditions, the Customer shall fully compensate Vydiatech for any loss incurred by Vydiatech as a result thereof.

8. Term and Termination

8.1 Period of validity of the License: Unless otherwise agreed in writing between the parties, after the subscription fee has been paid, the subscription remains in force till the validity of the subscription ends (subject to Online Order) or subject to Section 8.2 hereof or until terminated. It is important to note that all subscriptions (monthly /yearly) are automatically renewed for the next month/year (based on the subscription) and will have to be cancelled (by filling up a cancellation request form in administration panel, on which Vydiatech representative will contact the Customer on phone/email and process the request) before the renewal date to stop the services. No refunds will be provided on cancellation of subscription (monthly/yearly), customer will be entitled to use the services till the last date of the valid subscription period.

8.2 Vydiatech’s right of termination: Vydiatech shall have the right to terminate the subscription with immediate effect (and claim damages) if the Customer should breach any of its material obligations under these Terms and Conditions. The Customer shall not be entitled to any refund of the license fee irrespective of the reason for termination of the license. This clause becomes active only in cases where client does not pay the subscription Fee or Cancellation of subscription.

8.3 Website / Course/ User Data Content: In case of termination/cancellation of subscription, it is sole responsibility of the Customer to download all data concerning the website content, course content (videos, audio and other multimedia files), user data, invoices etc.

In case assistance is required from Vydiatech, the assistance will be provided on chargeable basis.

9. Return of the Course Content Server Access (Adobe Connect or Third Party)

In case of termination of the License, irrespective of the reason for such termination, Vydiatech shall return to the customer the course content server access in the current status as the case may be. In connection therewith, the Customer shall confirm in writing that it has fully complied with this obligation.

10. Confidentiality

The SAAS contains business and professional know-how and other confidential information belonging to Vydiatech that have been disclosed and made accessible to third parties only through the subscription License. The Customer is obliged not to make the SAAS available to third parties without Vydiatech’s written permission, and to take all appropriate measures to prevent disclosure to third parties of such know-how and confidential information. The Customer shall ensure that its employees, agents and other representatives are informed of and complies with this confidentiality obligation as well as the obligations regarding the rules for the use of the SAAS as set forth in Section 4. Terms and Conditions.

11. Force Majeure

11.1 Vydiatech shall not be liable to the Customer for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of force majeure.

11.2 Events of force majeure are events beyond the control of Vydiatech which occur after the date that these Terms and Conditions has entered into force and which were not reasonably foreseeable at that time and whose effects are not capable of being overcome without reasonable expense and/or loss of time. Events of force majeure shall include (without being limited to) war, civil unrest, blockades, boycotts, strikes, lock-outs and other general labor disputes, acts of government or public authorities, natural disasters, exceptional weather conditions, breakdown or general unavailability of transport facilities, accidents, fire, explosions and general shortages of energy, failures in external network, software defects or inefficiencies (other than with respect to the SAAS), or other defects in computer equipment. strikes, lock-outs, malicious and destructive cyber attacks (classified under cyber warfare and cyber terrorism), boycotts or blockades are events of force majeure even if Vydiatech has taken the action itself or is the subject of the action.

12. Disputes

12.1 These Terms and Conditions shall be governed by and construed according to Canada.

12.2 Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity thereof, shall be settled by arbitration under the Courts of the Ontario, Canada. Unless otherwise agreed, the language to be used in the arbitral proceedings shall be English.