Terms & Conditions - Maven Academy

This is a Training Services Agreement (“Agreement”) by and between, the customer receiving training services (“Customer”), and MAVEN ACADEMY LLP. (“MAVEN”), registered under the LLP Act 2008 under the Ministry of Company Affairs, Government of India (LLPIN: ABA-7251 ), having its principal office of business at 18/1, Old Bangaru Colony, 1^st street, K.K. Nagar, Chennai, Tamil Nadu, India. This Agreement takes effect upon either signature of a Customer (which term hereinafter shall signify and include an individual client or any entity such as a business organization or an educational institution) or acceptance at the website or payment for or usage of the Training Services or Materials, each of which constitutes Customer’s agreement to these terms and conditions.

1. SCOPE
  1. Training Services. This Agreement applies for training courses, programs, or certification testing offered by MAVEN (the “Training Services”) and provided to the Customer’s designated Participants (which term hereinafter shall signify and include an individual client or person(s) designated by the Customer to participate or undergo the training services on its behalf). The TrainingServices may include the following:
    1. (a) Classroom training at MAVEN’s designated location (“Classroom Training”);
    2. (b) Onsite training at the Customer’s designated location (“Onsite Training”);
    3. (c) Instructor-led remote training (“Virtual ClassroomTraining”);
    4. (d) On-demand pre-recorded audio/video sessions available over the Internet (“On Demand Training”);and
    5. (e) Certification exams(“Exams”).
  2. Incidental to the Training Services, MAVEN may also provide study aids in the form of slides, documents, examples, test questions, or other materials in physical or digital form (the “Materials”). For Onsite Training, MAVEN agrees to comply with the Customer’s reasonable health, safety, and security procedures, provided that the Customer informs MAVEN of such procedures in advance. Both parties agree to comport themselves professionally and perform their obligations hereunder by good businesspractices.
  3. Ordering. Customer will provide MAVEN with requests for Training Services via electronic transmission or otherwise, by specifically mentioning the timeframe for service delivery where applicable. While MAVEN will make reasonable efforts to accommodate such requests, depending on the circumstances, at times it may request a change of schedule, i.e., a different date and time. All such requests will be governed by this Agreement. Furthermore, Customer must sign up for delivery of Training Services by a specific date that is within six (6) months of the invoice date reflecting payment of the applicable fees payable to MAVEN and must receive the Training Services within one (1) year of the said invoice date. If the Customer fails to satisfy either of these criteria, MAVEN will have no obligation to provide such Training Services to the Customer or make a refund of any kind. Notwithstanding the foregoing, if MAVEN fails to reasonably make available course dates within the aforementioned time limits to the Customer, the foregoing deadlines will notapply.
  4. Access to Training. Upon payment of all sums due under this Agreement by Customer, MAVEN will grant each Participant (i) a non-exclusive, non-transferable license to access the particular Training Services for which Customer has paid, and (ii) a non-exclusive, non-transferable license to use a single copy of the Materials. For On-Demand Training and Exams, MAVEN will provide the Customer with an access code for each item purchased. Customer may use each access code only for as many Participants as are authorized by such code to receive access to the Training Services. The customer must purchase the appropriate number of access codes to allow participation by each Participant. Each access code will provide the Customer a period, as specified by MAVEN, in which to access the specific Training Services ordered. MAVEN endeavors to make its classroom locations accessible for students with disabilities. MAVEN will make reasonable accommodations for individuals with disabilities provided that the customer advises MAVEN of their requirements with sufficient advance notice to accommodate such requests (additional service charges may be involved, please discuss with the customer service representative for such additional requirements).
2. CUSTOMER AND PARTICPANT OBLIGATIONS
  1. Prerequisite Knowledge. Some of the Training Services may require Customers or Participants to have specialized knowledge or have completed prerequisite courses. While MAVEN will endeavor to notify Customer of all such prerequisites (on its website or by other means), it will entirely be the Customer’s responsibility to assess the suitability of the Training Services or its Participants for enrollment. Further, MAVEN makes no guarantee that enrollment in appropriate prerequisite classes will result in Participants passing a related Exam (where applicable). MAVEN will not provide any refund based on failure to meetthe prerequisites.
  2. Technical Requirements. To properly utilize the Training Services, the Customer may need to meet particular software or hardware requirements (for example, appropriate computers or appliances, stable Internet connection, verification of network communication paths, up-to-date web browser, operating system, etc.). MAVEN may post such requirements online or otherwise. The customer is responsible for meeting such requirements. If technical issues arise during the Training Services, MAVEN will use commercially reasonable methods to resolve such problems but will have no liability based on the Customer’s failure to meet technicalrequirements.
  3. Appropriate Behavior. Participants must meet MAVEN’s standards for appropriate behavior during the Training Services. MAVEN reserves the right to dismiss (without refund) a Participant from any instance of the Training Services to maintain a productive classroom environment. In particular, MAVEN will not permit Participants to harass other students or instructors or to act inappropriately or disruptively. Further, Participants may not disclose Exam questions or answers to other Participants or any other third party and may not assist other Participants taking the Exams. In such cases, MAVEN will have no obligation to provide a refund or a certification. For all Training Services taking place at a MAVEN designated site, Customer agrees that they (the participating organization(s) as well as the individual participants) will leave all facilities in the same condition as initially provided.
3. PAYMENT AND PRICING
  1. Prices. Prices will be those in effect on the date the Customer orders (signs up) for the Training Services. Prices do not include taxes such as GST or any charges / expenses that the Customer may be required to pay or incur to access the Training Services (for example, Internet access fees). MAVEN reserves the right to increase prices at any time without prior notice. MAVEN will not be responsible for any refunds for Training Services except as explicitly described in thisAgreement.
  2. Change Fees. The customer may request a change in the scheduled date of the Training Services, provided it gives MAVEN sufficient notice and agrees to pay a change fee, wherever applicable, as agreed between the customer and MAVEN. However, the Customerwill not receive a refund if it attempts to cancel the Training Services other than requesting a change as described herein. If the Customer or its Participants do not attend a scheduled session without properly rescheduling prior to start of the training, payment for such Training Services is forfeited. Customers may not reschedule Training Services more than one (1) time. For On-Demand Training and Exams, the Customer must use the Training Services during the defined period in which the access code is valid. For Classroom Training, Onsite Training, and Virtual Classroom Training, the Customer may request a change in the scheduled date of the Training Services at least fifteen (15) full business days before the scheduled Training Services. To request such a change, the Customer must also pay a change fee equal to thirty-five percent (35%) of the initial price of the class, payable immediately by the Customer. However, the Customer may substitute the Participants by different individuals instead of those who were originally scheduled to participate, provided MAVEN is properly notified at least three (3) business days in advance.
4. PROPRIETARY RIGHTS Not with standing anything to the contrary, MAVEN retains ownership of all copyright and other intellectual property rights for all the technology, drawings, technical information, specialist skills, presentations, and Materials provided during the Training Services, including but not limited to any documentation, data, or know-how provided to the Customer or Participants. The Customer hereby understands and agrees that participating or facilitating, in any manner whatsoever, in any of the following actions, viz., (i) copying any of MAVEN’s copyrighted material or redistributing them; (ii) using any recording equipment (including, but not limited to, audio recorders, video recorders, and cameras) during the Training Services; (iii) allowing unauthorized participation of individuals or groups of people; or (iv) using MAVEN’s trademarks, trade names, or other designations in any promotion orpublication; is illegal and amounts to breaching of this agreement. Consequently, any of the aforesaid actions would result in immediate termination of this agreement without any assignable costs to Maven and the Customer is liable to face legal action.
5. NON-DISCLOSURE
  1. Confidential Information. “Confidential Information” means information belonging to or in the possession or control of a party (the “Disclosing Party”), its customers, or its suppliers which is of a confidential, proprietary, or trade secret nature, including without limitation all business information, technological information, intellectual property, Exam questions, software, and other information related to Disclosing Party’s business, technology, products, customers, personnel or finances, that the other party (the “Receiving Party”) has to access to under this Agreement and that are not readily available to the general public (collectively, “Confidential Information”). As between Disclosing Party and Receiving Party, Confidential Information will remain the property of Disclosing Party. Receiving Party will preserveand protect all Confidential Information shared by the Disclosing Party.Furthermore, Receiving Party will not disclose the existence, source, or content of Confidential Information, except to its employees or contractors only when there is a justified need to know and under the obligation of confidentiality at least as stringent as under this Agreement. Neither party will copy or reverse-engineer any Confidential Information.
  2. Exceptions. “Confidential Information” will not include information that (a) is already known to Receiving Party,free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of Receiving Party; (c) is received by Receiving Party from a third party without any restriction or confidentiality; (d) is independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information; or (e) is disclosed to third parties by Disclosing Party without any obligation of confidentiality.
6. ACCEPTANCE The Training Services will be deemed satisfactory and accepted by the Customer unless, within five (5) calendar days after the Training Services have been performed, a written notice is submitted to Maven of the respects in which the results do not conform to the applicable requirements together with supporting documentation. Upon confirmation and acceptance by MAVEN after investigation of the claim of inadequacy of the Training Services, MAVEN’s entire liability and Customer’s exclusive remedy will be for MAVEN to use its reasonable efforts to reperform the Training Services within a reasonable period; provided that if MAVEN is unable to reperform the Training Services, then MAVEN may elect to refund a sum after making deductions from the full amount received by MAVEN from the Customer for the particular Training Services deemed unacceptable, in satisfaction of MAVEN’s obligations (the net refund will be calculated after accounting deductions towards all taxes paid, operating expenses such as site rental, refreshments / meals and other related expenses).
7. LIMITATION OF LIABILITY If the Customer should become entitled to claim damages for reasons that may include negligence, strict liability, breach of contract, misrepresentation, and other contract or tort claims, Maven shall be liable only for the actual direct damages incurred by the Customer which amount under no circumstances shall exceed (in the aggregate for all claims) the actual fees excluding the taxes paid by the Customer to Maven, for the specific training services giving rise to such liability that are the subject of the claim. Notwithstanding anything to the contrary in this agreement, in no event shall Maven or its affiliates be liable for any of the following: lost profits, lost revenue, indirect, incidental, consequential, special, or punitive damages, even if it has been advised of the possibility of such damages.
8. INDEMNIFICATION Customer will indemnify, defend and hold harmless MAVEN and its directors, officers, agents, contractors, and employees against any loss, damages, fines, and expenses (including attorneys’ fees and costs) arising out of or relating to any claims based on an act or omission by Customer or Participants that constitutes a violation of this Agreement. If Customer is a governmental entity that is prohibited by law from providing this type of indemnification, this section 9 will not apply except as otherwise provided in an addendum to this Agreement.
9. TERMINATION This Agreement will terminate upon completion of the Training Services or cancellation of this Agreement. MAVEN may cancel the Training Services if minimum enrollment requirements are not met, the instructors or engineers are unable to attend, there are technical difficulties, or for any other reason. In such case: (i) MAVEN will make reasonable efforts to notify the Customer before the scheduled date of the Training Services, and (ii) MAVEN will only be responsible for refunding the fees for the Training Services under this Agreement. In no event will MAVEN be responsible for the Customer’s travel or any other expenses. MAVEN reserves the right to cancel a Customer’s registration if payment has not been received before the commencement of the course. The termination of this Agreement will not relieve Customer from complying with any provisions of this Agreement that contemplate performance after termination (including, but not limited to, Customer’s confidentiality obligations).
10. GENERAL
  1. Assignment. MAVEN may assign this Agreement at its discretion. Customer may not assign, subcontract, or otherwise delegate its rights or obligations without the prior written consent of MAVEN, and any attempt to do so will be void. This Agreement will be binding upon the party’s respective successors and permitted assigns.
  2. Waiver. No failure or delay by MAVEN in exercising any right, power, or remedy will operate as a waiver. No waiver will be effective unless it is in writing and signed by an officer of MAVEN. If MAVEN waives any right, power, or remedy it has, such waiver will not waive any successive or another right, power, or remedy.
  3. Choice of Law. This Agreement will be governed by the laws of India, without regard to any provision of Indian law that would require or permit the application of the substantive law of any other jurisdiction. If the Customer is a governmental entity that cannot legally agree to be governed by the laws of the Government of India, this section 11. C will be deemed to refer to the laws of the Customer’s country or state rather than to GOI.
  4. Jurisdiction and Venue. The parties submit to the exclusive jurisdiction of the courts of India, for any question or dispute arising out of or relating to this Agreement. Due to the high costs and time involved in commercial litigation before a jury, the parties waive all rights to a jury trial concerningany issues in any action proceeding or arising out of or related to this Agreement. If Customer is a governmental entity that cannot legally submit to the exclusive jurisdiction of the courts of India, this section 11.D will be deemed to be deleted.
  5. Severability. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision, to the maximum extent possible under applicable law, that preserves the original intentions and economic positions of the parties.
  6. Injunctive Relief. Customer agrees that if a court of competent jurisdiction determines that Customer has breached, attempted, or threatened to breach any of its obligations under sections 2, 4, or 5, MAVEN will be entitled to obtain appropriate injunctive relief and other measures restraining further, attempted or threatened breaches, of such obligations. Except where specified to the contrary, all remedies provided in this Agreement are cumulative and in addition to all other remedies that may be available.
  7. Notices. All notices to be given to a party under this Agreement must be in writing, sent to the address above or to such other addresses as Customer or MAVEN may designate, by certified mail (return receipt requested), overnight courier, personal delivery, or confirmed email or facsimile.
  8. Entire Agreement. In addition to this Agreement and any software license agreements covering products used during the Training Services, to the extent the Training Services under this Agreement include the usage of MAVEN’s website, the parties are also bound by the terms of Service and Privacy Policy located on such website. Other than such terms, if applicable, this Agreement constitutes the entire agreement between the parties and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. Unless otherwise expressly provided herein, this Agreement may be modified or amended solely in writing and signed by both parties.
  9. Force Majeure. Except for obligations to make payments, neither party will be liable for any delay or failure to meet its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to war, riot, insurrection, civil commotion, labor strikes, or lockouts, shortages, factory or other labor conditions, fire, flood, earthquake or storm.
  10. Nonsolicitation. During the term of this Agreement and for a period of two (2) years after its expiration or termination, Customer will not, either directly or indirectly, (i) employ or solicit for employment any person employed by MAVEN or any of its affiliates then or at any time within the preceding twelve (12) months with whom Customer has worked in the course of performance of this Agreement; or (ii) solicit, or assist in any way in the solicitation of, business from any of MAVEN’s or its affiliates’ customers, either for Customer’s benefit or for the benefit of anyone other than MAVEN, unless the business being solicited is not competitive with the services or products provided by MAVEN or its affiliates.