UrbanPro Terms of Use for the USA

Effective from October 4th, 2024

1. INTRODUCTION

   ThinkVidya Learning Private Limited, (the “Company”) is a limited liability company incorporated under the Indian Companies Act of 2013 with CIN U80903KA2011PTC058822 and having its registered office at Bengaluru, Karnataka, India and includes its successors, subsidiaries and affiliates. The Company owns and operates an online Platform (defined below), including its Website (refer 2.8), Applications or Services, that allows Students (refer 2.2) to find Providers (refer 2.3) offering online or offline classes or courses for any category they wish to learn. It also allows Providers to purchase several Membership Plans that allow them to engage or interact with Stud;ents registered on the Platform and avail of benefits as announced by the Platform. The “Platform” includes but is not limited to the Website i.e. https://www.urbanpro.com, applications designed for mobile operating systems including but not limited to Android, iOS and any other websites, applications or Services launched by the Company.

   By accessing or using the Platform through its Website, Application or Services or by downloading or posting any content from or on the Website, or using the Applications, you would be indicating that you have read, and that you understand and agree to be bound by these terms and receive our Services (“Terms of Services” or “Terms”), whether or not you have registered with the Platform.

   Therefore, please read these Terms of Services before accessing or using the Website, Application or Services or downloading or posting any content from or on the Website, via the Application or through the Services, carefully as they contain important information regarding your legal rights, remedies and obligations.

   If you do not agree to these Terms, then you have no right to access or use the Platform, Website, Applications or its Services.

   If you are using the Platform, Website, Application or Services then these Terms of Service are binding between you and the Company.

2. DEFINITIONS

   In addition to other words and expressions that may be defined elsewhere in this document, unless the context otherwise requires, the following capitalized terms wherever used in the Agreement shall have the meanings as ascribed hereunder:

   1. “Member” means a person who has signed up on the Platform as a student, individual tutor or an institute.
   2. “Student”means a Member who has registered on the Platform as a Student. In case of a minor student, this term refers to the parent or guardian who registers their child or ward as a Student.
   3. "Provider” means a Member who has registered on the Platform as a Tutor or an Institute, with the objective of teaching students online or offline at the residence of the student or the tutor. Providers may be Partners or Non-Partners as defined below. All Providers are required to agree to the Terms listed in the Clause 3.4
   4. “Partner Provider” or “Partner” means a Member who signs up on the Platform as a Tutor Partner with the objective of teaching students online using the Platform owned and operated by the Company. Partners have to comply with the Terms of Service for Partner Providers as outlined in the Clause 3.6, apart from the terms listed in the Clause 3.4.
   5. “Non-Partner Provider” or “Non-Partner” means a Member who signs up on the Platform as an Individual Tutor or Institute with the objective of teaching students online using any video chat platform of their choice or convenience, or face-to-face at the residence of the Student or the Provider or any learning center of their choice or convenience. Non Partner Providers have to comply with the Terms of Service for Non-Partner Providers as outlined in the Clause 3.5, apart from the terms listed in the Clause 3.4.
   6. “Membership Plans” refers to the subscription plans announced through the Platform for its members. These Plans may or may not require a payment from the Providers or Students for accessing the Platform for a defined time period. The details of these Membership Plans can be accessed only after registering as a Member on the Platform.
   7. “Users” refers to the collection of all Students, Partners and Providers together registered on the Platform, Website or Applications.
   8. “Website” refers to https://www.urbanpro.com which is the primary website that the Company owns and operates to provide and offer its Services.
   9. “Payment Link” refers to the requests for payment made by Providers through the Platform. These typically include the details of the payment requested - including but not limited to the amount to be paid, the type of classes to be conducted, the number of classes to be conducted, the type of payment i.e. monthly, course, hourly, the installments in which the payment can be made.
   10. “Coins” refer to a Platform-specific Currency that is added to the User Account of the Providers as per the Terms and Benefits of the Membership Plans purchased or subscribed by the Provider. Coins are required by the Providers for responding to any Student Enquiry raised through the Platform. Coins may also be purchased by Providers as a top-up package using the ‘Buy Coins’ link provided in their User Account on the Platform.
   11. “Help Pages” refer to the Documentation available on https://help.urbanpro.com for helping Providers understand the nature of the Platform and guidelines regarding using the Platform for best outcomes. Providers are required to review the Help Pages from time to time in order to keep themselves up to date with the latest policies and guidelines regarding the Platform. The Company will do its best to communicate the changes regularly through Email Newsletters, however the responsibility to review the changes published on the Help Pages, lies with the Providers.

3. TERMS OF SERVICE

   These Terms of Service ("Terms") are established to comply with applicable U.S. laws governing the use of this website and related services.The Company reserves the right to modify the terms contained in this Agreement at any time by posting such modifications on the Website without requiring any advance notice to you..

   These Terms & Conditions set out the agreement in this regard between the Company and the Students who are registered on the Website, as well as between the Company and the Providers and Partners who are registered on the Website.

   1. TERMS APPLICABLE TO ALL USERS

      Subject to the User’s compliance with the terms hereof, the Company hereby grants to each User a limited, non-exclusive, non-transferable, worldwide license, without the right to sublicense, solely for the purpose of enabling the User to use and enjoy the benefit of Services, in the manner permitted by these terms. The User shall not copy, modify, distribute, sell, or lease any part of the Services or included software, nor may a User reverse engineer or attempt to extract the source code of that software, unless local laws prohibit those restrictions, or you have the prior written permission from the Company.

      No User shall:

      1. use the Services except to the extent permitted above;
      2. modify or create any derivative work of any part of the Services;
      3. permit any third parties to use the Services; or
      4. market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Services.

      This Agreement and the Services provided by the Platform are available to any person over the age of eighteen (18) years who registers on the Platform as a Student or a Provider. Persons below the age of eighteen (18) shall not be entitled to use the Platform unless such use is through the User account of a parent or a legal guardian. In such a case, “Student” as referred to herein refers to the concerned parent or legal guardian (as the case maybe).

      By using the Services, each User grants the Company a limited, worldwide, non-transferable, non-exclusive, non-sub licensable, royalty-free license to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the data shared by a User solely in order to enable the User to use the Services. The Company shall have the right to aggregate and anonymize User data and to publish such aggregated and anonymized (non-personally identifiable) data (or) benchmark studies.

      Each User registering on the Platform represents, warrants and undertakes to the Company that all information that has been uploaded by the User on the Platform is true, complete and accurate.

      Each User of the Platform agrees and acknowledges the following:

      1. The Company provides a variety of forums for you to express yourself in the form of content such as but not limited to blogs, comments, reviews and photographs. You truthfully assert that the content being contributed is yours and that you own the copyright to the content published by you on the Platform.
      2. Information about the schools posted on the Website is obtained from their official websites, other sources on the internet and in some cases by calling the schools.
      3. The Company should not be thought of as the authority and the final guide in your decision making. All decisions shall be taken at your own risk and volition, and subject to independent verification of the data provided on the Website.
      4. The Company at its sole discretion may edit, delete or block access to any Content including member posted content, without notice and without liability. The Company will however make reasonable efforts to inform you of the changes.
      5. By uploading your profile photo or the logo of your institute, you give the Company the right to use the photo or the logo on the Company website as well as on any Company owned marketing material or collateral.
      6. If you are a visitor on our website and if you update any personal contact information such as phone number or e-mail address, the Company reserves the right to contact you using Phone calls, SMS or Email.
      7. Collection of screen names and email addresses of members for purposes of advertisement, solicitation or spam is strictly prohibited.
      8. You shall not, under any circumstance:
         1. Attempt to probe, scan, or test the vulnerability of the Website or breach any security or authentication measures.
         2. Access or search the Sites Content or Services with any third-party search engine, software, or tool.
         3. Create user accounts by automated means or under false or fraudulent pretences.
         4. Post Contact details, text, messages, graphics or materials that are sales offers, advertisements, or promotions for products or services, unless otherwise and explicitly permitted by the Company.
         5. Post forged content such as but not limited to reviews.
         6. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services with or without notice.

   2. TERMS APPLICABLE TO STUDENTS ENGAGING WITH ANY PROVIDER

      1. This agreement between you and the Company may be terminated by either you or the Company at any time in the event of any misconduct or upon the occurrence of a Force Majeure event such as mechanical failures, defects, weather, strikes, acts of God, riots or other like causes.
      2. You agree and acknowledge that the Company is only an aggregator of service providers that the Company owns and operates a Platform for the Partner and Non-Partner Providers to connect with prospective students and/or their parents or guardians. The Company shall not, in any manner whatsoever, be held liable or responsible for any matters in connection with the provision of the Service itself at the premises of the concerned student / during an online session (as the case maybe). While the Company does follow a screening process to ensure that the Partners and Non-Partner Providers are qualified to provide the Service, the Company makes no representation or undertakes no responsibility with respect to the proficiency, qualification, skills or conduct of any Partner or Non-Partner. You may use the Service at your own risk and responsibility after interacting with the Partners or Non-Partners and conducting your own due diligence.
      3. You agree and acknowledge that the Company has no control over the fee charged by a particular Provider for the services provided, or any change in such fee.
      4. You agree and understand that these terms and conditions are legally binding and enforceable against you. Please do not use this Website if any of the terms set out herein is not acceptable to you. You shall indemnify and hold harmless the Company from any and all expenses that may be incurred by it as a result of your breach of any of the obligations set out hereunder.

   3. TERMS APPLICABLE TO STUDENTS ENGAGING WITH PARTNER PROVIDERS

      1. Following terms are applicable to you as a Student in case you engage with any Partner Provider, with ‘Book a Demo’ as the primary call-to-action on their Profile.
      2. You agree not to enter into any financial transaction directly with a Partner without using Payment Links as defined and described in Clause 2.8 above. All financial transactions with respect to the provision of the Services shall be made through such Payment Links generated using the Platform. The Company shall not be bound by any obligation undertaken by it hereunder, if a student interacts with a Partner using any communication channel that is not hosted on the Platform. You agree and acknowledge that no relief in form of refunds, cancellation or otherwise can be provided by the Company to you in cases where you paid the Partner Provider directly without using the Payment Links generated on the Platform.
      3. In case you opt for attending online classes with any Partner Provider, you agree to attend such classes with Partner Providers only on the Platform. You understand that the Company won’t have any liability for the classes scheduled or attended outside the Platform with any Provider.
      4. In case you opt for attending face to face classes at any learning center provided by the Partner Provider or at your own residence, you agree that the Company bears no responsibility for the conduct of the Provider or the delivery of the classes since the Company has no control over the same.
      5. Once the Partner Provider and you have agreed on a class schedule and you have made the payment for classes, if you fail to complete the agreed number of classes/course following a mutually agreed timetable within 6 months from the date of last payment made through the Platform OR 6 months from the date of last class conducted by the Provider on the Platform (whichever is later), neither the Provider nor the Company shall be liable to deliver the classes to you. In such cases any fees remaining in balance will be considered as forfeited by you to the Platform. The Platform reserves the right to claim 100% of the forfeited amount as ‘Breakage’ Revenue.
      6. All payments made by you using the UrbanPro Payment Links are non-refundable. However, you can request a 100% free replacement of the Tutor against the same requirement or any future requirement you may have if such a request is made within 90 days of making the payment. The replacement will be offered only for the ‘pending fees’ remaining with the Platform which will be calculated as (Total fees paid by the student - Total fees settled with the tutor hired earlier). In case there is a difference in the ‘required fees’ i.e. the amount required by the replacement tutor and the ‘pending fees’, you agree to pay the difference using the payment link sent by the replacement tutor.

      7. In case the Platform is unable to find a replacement tutor for a given requirement within 7 days of raising such a request, you will be given 2 options:

         1. Use 100% of the ‘pending fees’ by using the amount to pay any other replacement tutor for any other requirement in any category of your choice within 90 days of making the payment.

         OR

         2. Get a 30-day refund after paying a cancellation fee: Out of the ‘total collected fees’ 25% or Rs 1200 (whichever is higher) will get charged to you as ‘Cancellation Fee’ for your requirement. Please note that no refunds can be processed after 30 days of making the payment OR 30 days after the last class conducted by the Provider, whichever is later.

   4. TERMS APPLICABLE TO ALL PROVIDERS

      1. You represent to the Company that you are an entity who has the capacity to contract in law, and hold all the qualifications and other prerequisites that have been specified by the Company for enrolment as a Provider on the Platform.
      2. You unconditionally represent and warrant to the Company that you have made available to the Company all the information, documents and other material regarding your qualification to provide the Service, and no information has been withheld in this regard. You also represent to the Company that all the information, documents and other material submitted by you to the Company for its verification are accurate and complete.
      3. You hereby represent and warrant to the Company that by providing the Service and by complying with the conditions hereunder will not result in (i) a breach of or default under any contract to which you are a party; or (ii) a violation of any applicable laws. For Institutes, Companies or any legally registered entities signing up on the Platform, the individual signing up shall be deemed to have the authority to represent and bind the concerned entity to the terms hereof.
      4. You agree that you have registered on this Platform as an independent freelancer or consultant and nothing contained in the Terms of Service or elsewhere shall give rise to an employer – employee relationship between the Company and you.
      5. You agree to perform the Services in a professional manner meeting the expectation of the students in terms of quality. We may regularly update qualifications and other eligibility conditions with respect to the Services from time to time and these shall be strictly adhered to by you.
      6. You agree and acknowledge that the Company is only an aggregator of service providers providing a platform for eligible and qualified Providers to connect with prospective students. The Company shall not, in any manner whatsoever, be held liable or responsible for any matters in connection with the provision of the Service itself conducted either online or face to face at a location decided by mutual consent between the Provider and the Student. The Company makes no representation or undertakes no responsibility with respect to any Student or the requirements of any Student.
      7. You agree and understand that these terms and conditions are legally binding and enforceable against you. Please do not use this Platform if any of the terms set out herein are not acceptable to you. You shall indemnify and hold harmless the Company from any and all expenses that may be incurred by it as a result of your breach of any of the obligations set out hereunder.
      8. The Company does not underwrite a guaranteed number of enquiries or demo bookings to Providers. The Company also does not guarantee any number of student payments or conversions from the enquiries shared with the registered Providers.
      9. The Company does not allow registration for home tuition agencies & organizations that are engaged in providing products or services similar to that of the Company (or) who are engaged in collection of data from the Website and sharing/utilizing it for the benefit of competitors. If there are any such registrations, the Company reserves the right to terminate those accounts without any prior notice and without processing the refund of paid subscription fee, if any associated with those accounts. The Company also reserves the right to initiate any legal proceedings if any home tuition agencies or organizations contravene conditions as stated above.
      10. You may clarify your doubts before you make a payment for any Membership Plan or Services offered by the Company. Once a payment is made, it cannot be refunded.

      11. Copyright protection for all Training Content uploaded by you on the Website:

          1. The Company will not use any Training Content uploaded by you on the Platform for any commercial purpose or otherwise without seeking explicit permission from you as and when required.
          2. The Company can use the content for marketing their services or the services of the Providers
          3. The Company may request you to upload your training content on the Platform for the sole reason of making your experience of conducting tuition classes online on the Platform more seamless and hassle-free
          4. By uploading any content on the Platform, you also warrant that you own the copyright for that content. Any plagiarised content, once noticed by our Audit Team or Users, will be liable to be removed from the Platform with or without any notice to you. For any liabilities arising out of your usage of plagiarised content, you shall be solely responsible and liable for the claims arising out of such legal proceedings.

      12. UrbanPro reserves the right to modify the price of UrbanPro Coins at any time without prior notice. This change may be influenced by various factors, including but not limited to market conditions, operational costs, and strategic considerations. By using UrbanPro's services, you agree that the price of UrbanPro Coins may fluctuate and that UrbanPro has the discretion to modify it accordingly.

   5. Consent to Communications

      You acknowledge that the Consent to Communications provision of this Agreement is not binding unless you have provided your Express Written Consent. If you have given your Express Written Consent, the following provisions are binding on you.

      1. Agreement to Receive Communications from UrbanPro
         By using the Platform and providing your phone number and/or email, you agree that UrbanPro may communicate with you via email, text messaging, SMS, and phone calls at the number you provide. Such communications may include marketing messages, information related to Tutors and Services, and other electronic communications. You agree that these calls may be about products and/or Services that UrbanPro may market to you, and you are not obligated to receive such calls to purchase these products and/or Services. UrbanPro will not charge you for sending SMS messages, but your service provider may. You agree to cover any fees incurred for incoming and outgoing messages without reimbursement from UrbanPro. You understand that if the phone number you provided becomes invalid, you must notify UrbanPro at support@urbanpro.com. If UrbanPro sends a communication that you do not receive due to incorrect contact information, you will be deemed to have received it. If you use a spam filter that blocks emails from unknown senders, please add UrbanPro to your address book to ensure you receive our communications. By electronically providing your Express Written Consent, you confirm your agreement to these terms and that you have had the opportunity to save or print a copy of this Agreement.
      2. Electronic Signature
         By clicking on the "I Accept," "Submit," “Sign-up,” or similar button on UrbanPro’s website, you indicate your intent to sign the relevant document and this will serve as your electronic signature.
      3. How to Withdraw Your Consent to Communications
         You may withdraw your consent to communications by notifying UrbanPro via the opt-out instructions provided in each communication or by contacting support@urbanpro.com. Until your consent is revoked, you may still receive calls from UrbanPro. To opt out of promotional emails, follow the unsubscribe options in the email. You are not required to consent to receive promotional texts or calls to use the Platform. Please note that opting out may affect your use of the Platform. UrbanPro may consider invalid or malfunctioning phone numbers as a withdrawal of consent for SMS messages, and there is no fee for processing your withdrawal.
      4. Requesting Paper Copies of Electronic Communications
         Upon your request, UrbanPro will send you a paper copy of any contract or material provided electronically. To request a paper copy, please email support@urbanpro.com within 30 days of the communication. There will be no charge for this request.
      5. Miscellaneous
         You agree to indemnify and hold UrbanPro harmless from any claims, losses, liability, or expenses (including attorney fees) arising from providing a phone number that is not your own or violating any applicable laws. Your obligations under this section shall survive the termination of this Agreement. UrbanPro is not liable for any delays in delivery or disclosure of information by your service provider. UrbanPro may modify or terminate its messaging service without notice, including the right to stop text messaging at any time without liability to you or any third party.

   6. TERMS APPLICABLE TO NON-PARTNER PROVIDERS

      Non-Partner Providers are the Members who are still subscribed to the older version of the Platform’s Membership Plans.

      1. Non-Partner Providers may purchase coins through various Membership Plans available on the Platform or through top-up packages using ‘Buy Coins’ link on their Dashboard. The coins credited to the Provider’s account have a validity period stated in their membership details. If the subscription is not renewed before the expiry of the Membership Plan, the coins and the subscription both will expire.
      2. The Company shall not be liable for refund of Coins or any Membership Plan purchased by the Provider on the Platform. Coins, once expired, can not be added back to the Provider’s account on the Platform.
      3. Before availing any of our advertising packages - Sponsored Listing, Branding Package, leads package and Banner Ad, please understand the benefits the packages offer. The payment made for any of our advertising packages is non-refundable.
      4. Providers can respond to Student enquiries listed on their Dashboard after checking all the details shown along with the enquiry. Once the Provider sends their response against the enquiry, the contact details of the Student will be shared with the Provider and a certain number of Coins will be deducted from the available number of Coins in the account of the Provider. The cost of the enquiry in terms of the number of Coins required to respond to it, will be shown upfront to the Provider on the enquiry detail page. Coins, once deducted, can not be refunded to the Provider.
      5. The Company, at its sole discretion, refunds certain Coins to the Providers account, based on its algorithms that check whether any or all the Providers responding to an enquiry, are eligible for refunds as per the criteria laid down in the guidelines mentioned in the Help Pages (https://help.urbanpro.com) of the Platform.
      6. No separate requests for manually refunding the Coins will be entertained by the Customer Support Team or any agent or employee of the Company.

   7. TERMS APPLICABLE TO PARTNER PROVIDERS

      Partner Providers are those Providers who have agreed to the following benefits & terms of the Partnership Agreement, while registering as a Provider on the Platform:

      1. BENEFITS OF BEING A PARTNER PROVIDER

         1. Free Boost to Visibility for Successful Tutors: The Company has launched a Partnership Plan for its Providers with the objective of finding and rewarding the Best or the Most Successful Providers on its Platform for any learning category. All Partner Providers are ranked according to their Success on the Platform in converting Demo Enquiries from students to Converted Enquiries who start classes with them on the Platform. This ensures that Partners who are more efficient than others in converting Demo Enquiries, get a Free boost to their ranking and therefore, higher visibility on the Platform, ensuring continued success in generating earnings for themselves.
         2. Free Bonus Coins with Every Successful Conversion: The Partners receive Free Bonus Coins for every Converted Enquiry. The number of Bonus Coins given is a function of Transaction Fee paid to the Company. The exact Fee charged for every Transaction is shown to the Providers at the time they generate a Payment Link for Students interested in starting Classes with them.
         3. Free Tools for Partners to teach their own students Live Online: Partners can use the tools available on the Platform to teach their own self-acquired students by paying a nominal 5% Transaction Fee.

      2. PAYMENT COLLECTION & SETTLEMENT TERMS FOR PARTNERS

         1. You shall collect payment from the Students for all Classes that you propose to conduct for the Student on the Platform, using only the Payment Links generated through the Platform.
         2. You shall conduct classes only on the Platform using Live Online Teaching tools available to your User Account.
         3. The Fees collected by you from the Student will be deposited in an Escrow Account operated by the Company in partnership with its Payment Gateway Service Provider.
         4. The Fees will be settled to you once every week after deducting the applicable Transaction Fee, in the same proportion as the percentage of Classes completed out of the Total number of Classes promised to the Student against the payment. You can also opt for a Monthly Settlement process that works in a way similar to the Weekly Settlement process, except that the settlement happens once every month.
         5. Please note that once the Company has initiated a money transfer, it shall not be held liable for any delay in payment for reasons such as but not limited to bank holiday, wrong bank details provided by Tutor.
         6. If a student discontinues the classes in between and doesn't return for next 6 months or more, then the amount for remaining classes would be forfeited by UrbanPro.com.

      3. MEMBERSHIP TERMS FOR TOP TUTOR PARTNERSHIP

         1. Once you are registered as a ‘Partner’, you may be approached by the Company Team to be upgraded as a ‘Top Partner’ which will allow you to increase your visibility on the Website to a level higher than ‘Partners’ on the Platform. Top Partners are always ranked above Partners.
         2. You may also self-upgrade to a ‘Top Partner’ if you fulfil the criteria shown on your Account’s Dashboard.
         3. In case you wish to terminate your membership on the Platform at any point of time, you may do so once you complete all the classes committed to the students acquired through the Platform. If you decide not to complete the classes committed to the student before terminating your account, the Platform reserves the right to charge a penalty for any amount necessary to compensate the affected students for any inconvenience or financial loss caused to them. You also authorize the Company to adopt all legal means necessary to collect any due amount, inclusive of all penalties, from you, before terminating your account and membership on the Platform.

      4. COMMUNICATION & QUALITY GUIDELINES FOR PARTNERS

         1. The Company strives to provide the best experience possible for its Students interested in learning online on the Platform. In order to deliver that experience, the Company requires its Partner Providers to adhere, at all times, to certain policies & guidelines while conducting their classes for Students acquired on the Platform.
            1. Use the Platform’s Payment Links Only: As a Partner, you are required to share only the Payment link generated through the Platform with Students who want to make a payment to you for any of the classes they agree to take up with you.
            2. Use the Platform’s Communication Channels Only: As a Partner, you are required to communicate with students who posted an enquiry on the Platform, only by using the messaging, call or demo options offered through the Platform.
            3. Do NOT miss any Demos booked with you: As a Partner, you should not miss any demo booked with you by students. For any demo booked with you, you will have an option to reject it up to 3 hours in advance of the scheduled time. You should also update your availability calendar - in order to avoid getting demos booked in time slots that you are not comfortable with. For any demo booked with you, if you miss this demo, without cancelling or rejecting them explicitly at least 3 hours in advance of the demo scheduled time, you will be penalized with a coin deduction equal to the coins charged for such demos.
         2. In order to ensure compliance, all conversations in the form of messages, virtual calls, demo sessions or regular classes, will be recorded and monitored by the Company’s Quality Compliance & Audit Team.
         3. All classes conducted between you and a student, and the content therein - will remain your intellectual property and these will not be used by the Company for any purpose apart from promoting the Company services or promoting Partners.

      5. POLICY VIOLATION & SUSPENSION GUIDELINES FOR PARTNERS

         1. The Company reserves the right to suspend you from your Membership as a Partner for a period which will last for 7 days for every violation. If you get more than 5 suspensions at any point of time, your account will get suspended permanently.
         2. A suspension can be triggered for one of the following reasons:
            1. Sharing your personal contact information with students via messaging, a call, or a demo session, master class or regular classes conducted through the Platform, including any contact information that can potentially take the conversation and the student outside of the Platform.
            2. Sharing any information, link or any message that can be used by the student to directly contact you or to make a payment to you, without using the Payment Links generated through the Platform.
            3. Any failure to report students, within 24 hours, who either share their contact information or try to transfer payments without using the Platform’s Payment Links.
            4. Missing multiple demo, regular classes or master classes as scheduled on your Calendar, can also trigger a suspension from the Platform.
         3. Once you get a Student from the Platform, all future payments from this Student must be taken only through the Platform’s Payment Links. Any violation of this policy results in a permanent suspension from use of the Website and the Services. The Company also reserves the right to showcase your profile on the Platform as a blocked profile, to heavily disincentivize other Partners from violating policy guidelines.
         4. If you are found guilty of conducting a class or sharing content that meets one of the following criteria, that will lead to immediate and permanent removal from the use of the Platform and the Services without any chance of suspension:
            1. False, inaccurate or misleading;
            2. Infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
            3. Violate any law, statue, ordinance or regulation;
            4. defamatory, unlawfully threatening or unlawfully harassing;
            5. obscene or contain pornography; or
            6. Contain any viruses, trojan horses, worms, cancelbots or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
            7. Violating any terms set in the UrbanPro Code of Conduct as outlined in Clause 5.1 & 5.2

   8. PAYMENT TERMS

      By signing up for the Services, you agree to pay all fees set by the Company at the time of registration. You acknowledge that you are solely responsible for the payment of any and all applicable taxes and fees, including but not limited to sales tax, use tax, import tax, export tax, value-added tax (VAT), property tax, and any other statutory duties that may arise in connection with your use of the Company’s Services. You understand that these fees are subject to change and that you will be notified of any changes prior to their implementation. Failure to pay any required fees may result in the suspension or termination of your access to the Services.

   9. PERSONAL DATA AND OTHER INFORMATION MADE AVAILABLE ON THE WEBSITE

      The User shall read and understand the Privacy Policy available at https://www.urbanpro.com/privacy-policy, so as to ensure that he or she has the knowledge of, (i) certain information that may be collected by the Platform; (ii) the purpose of collection and the use that such information is put to; and (iii) the entity that collects and retains the information etc.

      1. The Company is not responsible for the authenticity of the personal information or personal data that is supplied by a User on the Platform. The User shall be responsible for maintaining the confidentiality of his/her account access information and password, and the User shall be held solely liable for all usage of his/her user account and password, whether or not authorized by him/her. The User shall be obligated to intimate the Company regarding any misuse or suspected misuse of his/her user Account information.
      2. Where a User provides information that is not authentic or is incomplete, the Company may at its sole discretion discontinue providing the Services to that User by disabling his/her User Account.

   Each User represents and warrants to the Company that the content uploaded by them on the Platform shall not infringe the intellectual property rights of any person.

4. CONTENT AND INTELLECTUAL PROPERTY TERMS

   In addition to providing the Services as stated above, the Platform may also offer other information related to the Services either directly or indirectly using links to third-party websites. The Company may not be the sole owner of all the information that is made available on the Platform. The proprietary rights to all information that is created by the Company and made available on the Platform shall belong to the Company alone. Unauthorized use of any content or material that is available on the Platform may violate intellectual property rights of other parties. You shall use the content on this Platform only for personal, non-commercial use. Any links to third-party websites that are provided on the Platform are for convenience and do not amount to the Company being responsible, in any manner, for such third party websites and their content. You may use such third party content at your own risk.

   The Platform shall not be used by you for any illegal or unlawful purpose. Your use of the Platform shall be in compliance with all applicable laws and regulations. You shall not interfere or hinder the use of the Platform by other Users or Users, and you shall not engage in transmission of "spam", chain letters, junk mail or any other type of unsolicited communication.

   By using this Platform, you are granted a limited, non-exclusive, non-transferable right to use the content and materials on the Platform in a lawful manner. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from the Company or the applicable third party (if content belonging to such third party is being used).

5. Disclaimer of Liability as an Intermediary

   Please note that the Company acts solely as an "intermediary" under the Communications Decency Act (CDA) Section 230, which provides immunity to platforms for user-generated content. The Company can manage its own information and content but does not have the ability to regulate or control the content posted by users.

   You are solely responsible for your interactions with other users and for any content you post. The Company reserves the right to monitor interactions between users and may remove any content it deems objectionable or inappropriate at its discretion, in accordance with the principles established under the Digital Millennium Copyright Act (DMCA) and other applicable laws.

   By using the platform, you acknowledge that the Company is not liable for any user-generated content or for any actions taken based on such content.

   1. RESTRICTIONS ON USE

      You should not host, display, upload, modify, publish, transmit, update or share any information that:

      1. belongs to another person and to which you do not have any proprietary right;
      2. is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
      3. harm minors in any way;
      4. infringes any patent, trademark, copyright or other proprietary rights;
      5. violates any law for the time being in force;
      6. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
      7. impersonates another person;
      8. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or
      9. Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

      Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

      The Company retains the right to remove from the Platform any content that contravenes any of the above conditions.

6. Copyright and Copyright Notices

   UrbanPro respects the intellectual property rights of others and asks its users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide UrbanPro’s copyright agent with the following information:

   1. An electronic or physical signature of the copyright owner or a person authorized to act on behalf of the copyright owner.
   2. A description of the copyrighted work you claim has been infringed.
   3. A description of where the allegedly infringing material is located on the Website, sufficient to allow UrbanPro to locate it.
   4. Your address, telephone number, and email address.
   5. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
   6. A statement made under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf.

   Please contact UrbanPro’s copyright agent for notice of claims of copyright infringement at: copyright@urbanpro.com. Copyright owners and agents acknowledge that failure to comply with all the requirements listed above may result in an invalid DMCA notice

   If you believe that User Content removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, their agent, or under the law to post and use the User Content, you may send a counter-notice containing the following information to the copyright agent:

   1. Your physical or electronic signature.
   2. Identification of the User Content that has been removed or disabled, and the location where it appeared before removal or disabling.
   3. A statement that you have a good faith belief that the User Content was removed or disabled due to a mistake or misidentification.
   4. Your name, address, telephone number, and email address, along with a statement that you consent to the jurisdiction and venue of the federal court in the appropriate district, and that you will accept service of process from the person who provided notification of the alleged infringement.

   If a counter-notice is received by the copyright agent, UrbanPro may send a copy of the counter-notice to the original complaining party, informing them that the removed User Content may be restored or access to it may be reinstated in 10 business days. Unless the copyright owner files an action seeking a court order against the person who provided the User Content, the removed User Content may be replaced, or access restored, at UrbanPro’s sole discretion within 10 to 14 business days or more after receipt of the counter-notice.

7. CODE OF CONDUCT

   1. CODE OF CONDUCT FOR PARTNER PROVIDERS

      The Company follows a policy of zero-tolerance on any complaint registered by any Student against any Partner regarding their conduct or behaviour during the classes.

      1. 14-Day Free Replacement or Refunds: The Company allows all students or their parents to take free demo sessions with the Partners listed on UrbanPro. The Company will provide a Free Replacement of the Partner Provider. If no replacement can be offered by the Company, then a no-questions-asked refund will be issued to the Student, if the request is made within 14 days of starting the classes with the Partner Provider. If more than 14 days have lapsed after starting the classes, no refund can be issued.
      2. Suspension of the tutor: For any complaint from a student leading to a refund, the Company reserves the right to suspend the Partner for a period ranging from 7 days to permanent termination of the Partner’s membership on the Platform. The Company’s decision on imposing the suspension will be final and binding.

      3. Partners will maintain high standards of professionalism in all their communication with students, including but not limited to:

         • Refraining from any communication with the students that may be considered abusive, racist or discriminatory of any nature;
         • Avoiding appearance on the video calls that may be considered offensive or inappropriate by the student in any way; and
         • Avoiding any communication with the students that may promote social unrest or may be considered unacceptable by law enforcement agencies.

   2. CODE OF CONDUCT FOR STUDENTS ENGAGED WITH PARTNER PROVIDERS

      1. If you are found guilty of misbehaviour in a class or sharing content that meets one of the following criteria, it will lead to an immediate removal from the course you have registered and/or permanent removal from the Platform:

         • Violate any law, statute, ordinance or regulation;
         • defamatory, unlawfully threatening or unlawfully harassing;
         • obscene or contain pornography;
         • use of content that contain any viruses, trojan horses, worms, cancelbots or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

8. DISCLAIMER OF WARRANTIES

   Please note that your use of the Platform and the services shall be at your sole risk. The Company disclaims all warranties of any kind, whether express or implied, including, but not limited to non-infringement of third party rights with respect to the contents of the Platform, or any reliance upon or use of the Platform contents or the Services.

   THE SITE, CONTENT, AND SERVICES ARE PROVIDED AS IS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED. IN NO EVENT SHALL THE COMPANY, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM THE USE OR THE INABILITY TO USE OUR SERVICES.

   THE COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITES, CONTENT OR SERVICES.YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY 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.

   Interruptions: The Company (including its directors, employees, agents and representatives) shall not be liable for any loss or liability resulting, directly or indirectly, from technical glitches or interruptions in the access of the Platform due to electronic or mechanical failures, defects, weather, strikes, acts of God, riots or other like causes.

   Inaccuracies: The contents published on the Platform from time to time may include inaccuracies or human as well as mechanical errors, may be incomplete, and may be changed or updated from time to time at the sole discretion of the Company. The Company (including its directors, employees, agents and representatives) make no representations about the suitability or use of the content and features of the Platform for any particular purpose.

   IN NO EVENT SHALL THE COMPANY BE LIABLE TO A USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY OTHER DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR OF ANY OTHER WEBSITES REFERENCED OR LINKED TO FROM THE WEBSITE OR PLATFORM. THE COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND/OR SERVICES OFFERED THROUGH THE PLATFORM OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS OR PAYMENT OF ANY CONSIDERATION.

   Further, the Company makes no warranty:

   1. That the content made available on the Platform is complete, updated or accurate; or
   2. That the third party information made available on the Platform or the third party links made available on the Platform are accurate, reliable or complete.

   1. LIMITATION OF LIABILITY

      Except for the breach of confidentiality obligations, under no circumstances and under no legal theory, whether tort (including negligence), product liability, contract, or otherwise, shall the Company be liable to you for any indirect, special, incidental, or consequential damages, even if you have been informed of the possibility of such damages

   2. INDEMNIFICATION

      You shall indemnify, defend and hold harmless the Company as well as each of its representatives, employees, contractors, agents, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses in relation to all claims arising out of (a) a breach of the obligations undertaken by you under the terms of this Agreement; (b) use or misuse by you of the Platform content; (c) breach of any intellectual property or other proprietary rights of any person or entity; or (d) the inaccuracy or incompleteness of any information or data you supplied on the Website.

      If and when so required, the Company may seek written assurances from you regarding your undertaking to indemnify the Company, and your failure to provide such assurances would amount to a material breach of this Agreement. The Company may participate in any legal proceedings where you are defending a third party claim related to your use of any of the Platform. You shall notify the Company of any third party legal proceeding that is initiated in relation to the Platform or the Services, to which legal proceeding you are a party.

9. PRIVACY

   Please refer to the Privacy Policy at https://www.urbanpro.com/usa/privacy-policy, incorporated by reference herein, for information on the policy of the Company with respect to personal and sensitive information that is provided by the Users to the Platform.

10. REDRESSAL OF GRIEVANCES

    If you have any questions or grievances regarding the Platform, or the contents thereof, you may reach out to ‘Suma Venkatesh’ at suma@urbanpro.com (the “Grievance Officer”). The Grievance Officer shall address any complaint or grievance that is raised by a User within a period of one (1) month from when it is raised.

11. Accessibility Statement

    UrbanPro is committed to making its website usable by all people, including those with disabilities by meeting or exceeding the requirements of the Web Content. Accessibility Guidelines 2.1 Level A/AA (WCAG 2.1 A/AA). We strive to make our site an equal experience for everyone.

    We continue to monitor our site and make sure that all content provided is accessible to all visitors. In order to help us in this process,

    Disclaimer

    It is important to note that efforts to the website are ongoing as we work to implement the relevant improvements to meet WCAG 2.1 A/AA guidelines over time.

    Our Commitment to Help

    We are dedicated to meeting all of your accessibility needs. Should you have specific questions or concerns about the accessibility of this site or need assistance in using the processes found within this site, we have individuals here at UrbanProTutor to assist you.

    Please contact us directly at accessibility@UrbanPro.com. We would be happy to assist in making your visits to our site as convenient as possible.

    Third Party Applications

    While you are visiting our site, you will notice that we make use of third-party sites such as Facebook, Twitter, Instagram, and Pinterest to provide information about UrbanPro. Though individuals may have challenges with access to this particular site, UrbanPro does not control or remedy the way content is portrayed.

12. MISCELLANEOUS PROVISIONS

    Force Majeure. The Company shall not be responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, pandemic, State imposed lockdown restrictions, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott. The Company may at any time, in its sole discretion and without advance notice to you, cease operation of the Platform.

    Entire Agreement. This Agreement along with the Privacy Policy comprises the entire agreement between you and the Company with respect to the use of the Platform.

    No Waiver. A delay or failure by the Company to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

    Notices: All notices given to you by the Company or by you to the Company shall be in writing and in the English language. Such notice shall be sent by e-mail or mailed by a prepaid internationally-recognized courier service to the intended recipient at the address set out below, or any changed address that is notified by either Party:

    Notice to the Company:
    UrbanPro
    ThinkVidya Learning Private Limited
    Ward No 188, 2nd Floor, 3800/20/4, Ranka Colony Rd, Bengaluru, Karnataka 560076
    Email: legal@urbanpro.com

    Notice to User:
    All communications regarding your account will be sent to the email address you provided during registration on the Website.

    This Agreement is governed by the laws of the United States, including but not limited to the following:

    1. The U.S. Contract Law
    2. The Computer Fraud and Abuse Act (CFAA)
    3. The Digital Millennium Copyright Act (DMCA)
    4. The California Consumer Privacy Act (CCPA) (if applicable)

    By using the Website, you consent to the jurisdiction of the courts located in Bengaluru, Karnataka, India, which will have exclusive jurisdiction over any disputes arising under this Agreement. Notwithstanding the foregoing, UrbanPro reserves the right to bring legal proceedings in any jurisdiction where we believe that a violation of this Agreement has taken place or where required by applicable law.

    This Platform originates from the State of Karnataka in India. This Agreement will be governed by the laws that are applicable in the State of Karnataka. By using this Platform, you consent to the jurisdiction and venue of the courts located in Karnataka, India in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement.

    Termination. The Company may terminate your access to the Platform without any notice to you if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement.