Maventra Terms of Service

Effective:  March 25, 2024

Prior to accessing or utilizing the Maventra platform offered as MeVn.ai, please carefully review the following terms. This Subscription Agreement (“Agreement”) establishes a legally binding contract between you, either as an individual or as a representative of a company, authorized to agree to its terms (referred to as “Customer” or “You”), and Maventra Learning Solutions Private Limited (“Maventra” or “We”). This Agreement governs the usage of the Maventra platform and its associated services. By accepting this Agreement or by executing an order form that incorporates this Agreement by reference, you agree to abide by its terms. The individual executing this Agreement on behalf of a company or any other legal entity confirms that they possess the necessary authority to bind such entity and its affiliates to these terms and conditions. Your affiliates may be included in this Agreement by executing an order form under it, with the understanding that you retain responsibility for these affiliates

Definitions.

For the purposes outlined in this Agreement:

1.1. “Account” refers to your individual Platform account and profile, accessible through your unique username and password.

1.2. “Affiliate” denotes any entity that directly or indirectly controls, is controlled by, or is under common control with the referenced entity. “Control” within this definition signifies direct or indirect ownership or control of more than 50% of the voting interests of the entity.

1.3. “Content” encompasses all data, software, and information that you or your End Users post, upload, disseminate, distribute, or transmit through the Platform, Portal, or Add-on services. This includes all personal data loaded onto the Platform by you or your authorized End Users.

1.4. “Data Protection Legislation” encompasses all applicable laws and regulations pertaining to the processing of personal data and privacy, including the General Data Protection Regulation 2016/679 (“GDPR”), along with any local legislation implementing or supplementing the aforementioned laws. It also includes associated codes of practice and other guidance issued by relevant data protection authorities.

1.5. “Documentation” refers to user manuals, help guides, whether in print, electronic form, help videos, or online help functions for the Platform and/or Add-on services, made available by Maventra to its customers, subject to periodic updates.

1.6. “End User” pertains to any individual authorized by you to access and use your Learner Portalor one or more of your Sub-Portals. The definition of “End User” is constrained to the maximum number of End Users allowed by your Plan.

1.7. “Fees” denote the charges payable by you for your subscribed Plan and, if applicable, Add-on services, as detailed in the Order Form, subject to changes as outlined in Section 8.2 (Updated Fees).

1.8. “Intellectual Property” or “Intellectual Property Rights” encompass all intellectual property rights, including copyright, patent, trade secret, trademark, moral, termination, authorship, rights of publicity, privacy, and other proprietary rights.

1.9. “Optional Third-Party Content” refers to third-party software applications, data feeds, or products and services licensed directly by you from third parties (excluding Maventra) and that work together with the Platform.

1.10. “Order Form” denotes the documents for placing Plan orders for the Platform and/or Add-on services, periodically entered into between you and Maventra. Order Forms may exist in written or electronic form and are incorporated herein by reference.

1.11. “Plan” signifies the Maventra subscription plan to which you have subscribed, as detailed in the Order Form.

1.12. “Platform” refers to the online learning platform services accessible through https://app.maventra.in (or any successor or alternative sites provided by Maventra), including all Documentation and software accessible through the Platform, excluding Your Content. “Platform” does not include Optional Third-Party Content.

1.13. “Portal” encompasses both the Learner Portal and Sub-Portals.

1.14. “Revisions” encompass any updates, upgrades, revisions, changes, or alterations to the Platform and/or Add-on services and their features and functionality.

1.15. “Subscription Start Date” signifies the date on which your subscription to the Platform and, if applicable, Add-on services, commences, as specified in an Order Form.

1.16. “Subscription Period” denotes the duration of your subscription to the Platform and, if applicable, Add-on services, as detailed in an Order Form. A multi-year subscription commitment constitutes one Subscription Period.

1.17. “Sub-Portal” refers to one or more web-based client portals, each with its own unique login domain, established by you on the Platform for delivering Content, training, and courses to End Users. Your Plan specifies the maximum number of Sub-Portals you may create.

1.18. “Add-on services” encompass any products, services, or software components that integrate with the Platform and are purchased by you from Maventra. These may be provided or made available by a third party (other than Maventra), and access is subject to this Agreement and add-on Terms.

1.19. “Add-on Terms” refer to additional terms and conditions between you and Maventra governing your use of Add-on services.

1.20. “Support Services” denote Maventra’s support services provided with your Plan, as described in detail in the Support Services section and incorporated herein by reference.

1.21. “Learner Portal” refers to the portal you establish upon creating an account on the Platform, used for delivering Content, training, and courses to End Users.

2. Use of the Platform

2.1. Provision of the Platform: Subject to the terms and conditions outlined in this Agreement and limited to the extent specified by Your Plan, Maventra grants you a restricted, non-exclusive, non-transferable right to access and utilize the Platform for the following purposes:

2.1.1. Creation and uploading of Content to Your Learner Portal and Sub-Portals.

2.1.2. Conducting courses and training sessions for End Users from Your Learner Portal for internal business purposes or, if expressly permitted by Your Plan, for commercial purposes (such as charging End Users through the E-Commerce Module).

2.1.3. Granting sublicenses to Your End Users for accessing and using Your Learner Portal and Sub-Portals.

2.1.4. Should you acquire additional add-ons intended to integrate with the Platform, you agree to use such add-ons solely for their designated purpose. The terms governing the use of these add-ons are detailed further in the add-ons Terms available at https://www.mevn.ai/addons-terms-and-conditions/, which are incorporated herein by reference.

3. Use Restrictions.

3.1. Except where explicitly permitted by the terms of this Agreement, neither You nor Your End Users are authorized to:

3.1.1. Copy, modify, adapt, translate, distribute, sublicense, market, lease, make available, resell, create derivative works of, disassemble, reverse compile, reverse engineer, or otherwise convert any part of the Platform, Add-on services, or Maventra Intellectual Property into human-readable form. Discovering or disclosing the source code, methods, and concepts embodied therein is prohibited, unless allowed by applicable law notwithstanding contractual restrictions.

3.1.2. Store, distribute, post, upload, or transmit any Content through the Platform (including Your Sub-Portals) or Add-on services that infringes upon, violates, or reasonably appears to infringe upon third-party privacy rights or is unlawful.

3.1.3. Introduce any virus, worm, malware, spyware, Trojan horse, or other harmful or malicious code to the Platform (including Your Sub-Portals) or Add-on services.

3.1.4. Intentionally interfere with or disrupt the integrity or performance of the Platform or Add-on services.

3.1.5. Utilize the Platform or Add-on services to (i) develop a product or service competitive with the Platform, (ii) replicate any ideas, features, functions, or graphics of the Platform, or (iii) ascertain whether the Platform infringes upon any patent.

3.1.6. Employ the Platform or Add-on services for direct marketing or promotion to anyone other than Your End Users and their customers.

3.1.7. Imply or state that Maventra endorses or supports Your Content or any training or course You offer.

3.1.8. Utilize the Platform or Add-on services to store or transmit (i) personal data that may be considered special category data under Data Protection Legislation as defined by the GDPR, (ii) any protected health data as defined in the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented  or (iii) Content that may be subject to governmental regulation or require security measures beyond those specified by Maventra for the Platform or Add-on services.

3.1.9. Employ the Platform or Add-on services for any illegal, unauthorized, or otherwise improper purposes

4. Your Responsibilities as a Platform User

4.1. Usage Limits: It is your responsibility to ensure that you adhere to the usage and other limits outlined in Your Plan. You must not permit any End User profile to be utilized by more than one individual unless it has been completely reassigned to a different individual.

4.2. Account: You are accountable for all activity occurring under Your Account, including all Content, whether carried out by you, your employees, or a third party (including your contractors, agents, or End Users). If you suspect or become aware of unauthorized access to your Account or its misuse in violation of this Agreement, you must promptly notify Maventra.

4.3. Applicable Laws: You must comply with all relevant laws, regulations, rules, and codes governing any activities associated with Your use or exploitation of the Platform and the Add-on services.”

5. Acknowledgements.

5.1. Relationship with End Users: Any transactions or agreements concerning the use of the Portal by Your End Users are solely between You and each End User. Except as expressly provided herein, neither Maventra nor its suppliers bear any responsibility or liability towards Your End Users, and this Agreement does not confer any benefits upon any person other than You.

5.2. Training Materials: You bear sole responsibility for providing all training, teaching, courses, instruction, and other Content for Your Portals and End Users. All Content is uploaded at Your own risk, and Maventra recommends regular backups of all uploaded Content onto the Platform.

5.3. Hardware Devices: Both you and your End Users are solely responsible for providing all necessary devices & hardware resources, Internet access, and bandwidth to properly access and utilize the Platform and/or Add-on services.

5.4. E-commerce & Online Enrolment: Payments made by End Users to You through the e-commerce module available via the Platform are processed by a third-party payment provider. Maventra assumes no liability for any claims arising from or related to the processing or failure to properly process any End User payments by the third-party payment processor. You are responsible for all transactions made through the E-Commerce module, including compliance with any GST, VAT and/or sales tax obligations.

5.5. Content: While Maventra does not actively monitor Content on the Platform (including Your Sub-Portals) or Add-on services, it reserves the right (but is not obligated) to remove, delete, and/or destroy any Content that breaches this Agreement.

5.6. White Labelling: Certain Maventra Plans may allow You to “white-label” Your Portals. If Your Plan expressly permits, you have the right to brand Your Portals on a white-label basis. However, Maventra may include a hypertext link and/or icon logo with the words “Powered by Maventra” or “Powered by MeVn.ai” (or equivalent) at the bottom of each page of the Platform.

5.7. No High-Risk Activities: You may not utilize the Platform for activities where failure or interruption of the Platform could result in death, serious bodily injury, or property or environmental damage.

5.8. Optional Third-Party Content: If You install, enable, or access Optional Third-Party Content for use with the Platform or Add-on services, You (i) are solely responsible for obtaining and maintaining the necessary licenses or rights for such usage and (ii) consent to Maventra (including its third-party vendors) disclosing information to such providers for the interoperation of the Optional Third-Party Content with the Platform and, if applicable, Add-on services. Your use of Optional Third-Party Content is subject to third-party terms and privacy practices, and you bear all risks associated with such use. Neither Maventra nor its third-party vendors are responsible for any issues arising from Your use of Optional Third-Party Content, including but not limited to disclosure, modification, deletion, loss, or unauthorized use of Content. Maventra does not guarantee the performance, operation, or continued availability of any Optional Third-Party Content, and any refund, credit, or compensation requests related to such content are Your responsibility and at your own risk

6. Support.

6.1. You have all rights to access and request for Maventra’s support services provided under your Plan, as outlined in detail within the Support Services section, which is referenced in these Terms

7. Revisions.

7.1. Maventra retains the authority to implement revisions to both the Platform and Add-on services. These revisions will be deemed integral to the Platform or add-on Terms, as relevant, within the scope of this Agreement

8. Payment.

8.1. Payment Obligation: You are responsible for paying all fees as per the Plan you’ve selected. You cannot withhold payment or offset any amounts without prior written consent.

8.2. Fee Updates: Fees for both Plan and Add-on services may change over time. Maventra will notify you thirty (30) days in advance, typically via email. Revised fees will not apply to the current Subscription Period but will be effective for any renewal Subscription Period following the change.

8.3. Payment Methods: You must provide Maventra with a valid payment method acceptable to our organization. Invoices will be issued in advance as per the relevant Order Form. Unless specified otherwise, invoiced charges are due upon receipt. Maventra reserves the right to  enrol your organization in Automatic Bill Payment and you are expected to authorize Maventra to charge your credit card for fees for both the initial and renewal Subscription Periods.

8.4. Taxes: All fees are exclusive of any applicable taxes and duties. You are responsible for paying all taxes and duties as required by applicable law.

8.5. Overdue Fees: Failure to pay fees within thirty (30) days of the due date may result in Maventra, at its discretion and without limiting other remedies, (a) restricting access to the Platform and Add-on services or terminating the Agreement; (b) deleting Your learner Portal, Sub-Portals, and/or Content. Maventra will provide at least seven (7) days’ written notice before suspending access. However, Maventra will not exercise these rights if you are disputing charges reasonably and in good faith, and actively cooperating to resolve the dispute.

9. Agreement Duration

This Agreement begins on the Subscription Start Date and continues until the expiration or termination of all associated Order Forms. Each Order Form, unless terminated as per this Agreement or specified otherwise, has a Subscription Period of one year from its effective date. The Subscription Period will automatically renew for additional 12-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the current Subscription Period’s expiration.

10. Subscription/Agreement Cancellation, Suspension, Termination.

10.1. Customer Cancellation: You may terminate access to the Platform and any Supplemental Service with 30 days’ prior written notice, provided you fulfil your payment obligations outlined in Section 10.4. However, payment for the current Subscription Period (including any Add-on services) is non-refundable.

10.2. Suspension: In addition to Maventra’s rights under Section 8.5 (Overdue Fees), Maventra may immediately restrict or suspend access to the Platform or delete End Users if it reasonably determines that your use of the Platform or Add-on services violates Section 3 (Use Restrictions), poses a security risk, violates applicable law, or could be fraudulent. Maventra will make commercially reasonable efforts to provide advance notice of any suspension under this section and an opportunity to remedy any breaches.

10.3. Termination: Either party may terminate this Agreement or any Order Form for cause upon thirty (30) days’ written notice if a material breach remains uncured, if the other party enters bankruptcy proceedings or receivership, or makes a general assignment for the benefit of creditors.

10.4. No Refund upon Termination: Termination does not relieve you of the obligation to pay any Fees (including Add-on services) for the Subscription Period prior to termination.

10.5. Termination of Add-on services: If a third-party provider of Add-on services ceases to make them available for interoperation with the Platform, Maventra may cease providing those services and provide a pro rata refund for Fees payable solely for such services.

10.6. Effect of Termination:

10.6.1. Upon termination, you must cease further use of the Platform and/or Add-on services. You are responsible for retaining the original source of all Content and exporting your End User training history. Maventra reserves the right to delete all Content from the Platform thirty (30) days after termination.

10.6.2. Termination does not affect accrued rights, remedies, obligations, or liabilities up to the termination date, or the continuation of provisions intended to survive termination.

11. Intellectual Property.

11.1. Suggestions for Platform and Add-on Services: Aside from Your Content and Your trademarks, you acknowledge that the Platform, along with the Add-on services and all associated Intellectual Property, is proprietary to Maventra and its licensors. Maventra and its licensors retain exclusive ownership of these elements worldwide, except for the limited express license granted to you under this Agreement. Maventra retains all rights, titles, or interests in the Platform and the Add-on services. Maventra also holds a royalty-free, worldwide, irrevocable, perpetual license to use any suggestions, enhancement requests, recommendations, or other feedback provided by you or your authorized End Users regarding the Platform’s operation or the provision of services. This includes incorporating such feedback into the Platform or other Maventra services, excluding any Customer Confidential Information.

11.2. Customer Content: You grant Maventra and its third-party vendors a non-exclusive worldwide, royalty-free right to utilize, reproduce, store, transmit, perform, adapt, or display the Content solely as necessary for Maventra’s provision of the Platform and Add-on services under this Agreement. Apart from the limited rights granted by you herein, neither Maventra nor its third-party vendors obtain any rights, titles, or interests from you or your licensors under this Agreement concerning the Content, including any Intellectual Property Rights therein.

12. Security and Data Protection.

12.1. Security: Maventra commits to upholding industry-standard administrative, physical, and technical safeguards to ensure the security, confidentiality, and integrity of Your Content. These measures align with Maventra’s security protocols detailed in Annexure 2 (Description of Security Measures) of the Data Processing. Maventra will refrain from accessing or using Your Content except as necessary for Platform maintenance or provision, or to comply with legal requirements or governmental orders. Maventra will notify You of any such legal demands or orders, unless doing so would contravene the law or a binding governmental order, allowing You to raise objections if necessary.

12.2. Data Protection: In the event of Maventra processing any personal data, both Parties commit to fulfilling their obligations under the Data Protection Legislation relevant to this Agreement. They shall adhere to the terms outlined in the Data Processing Agreement.

13. Warranties.

13.1. Customer Warranties: Customer warrants that (i) they have validly entered into this Agreement and possess the legal authority to do so, (ii) Maventra’s use of Content, including Optional Third-Party Content in compliance with this Agreement, will not infringe upon or violate the Intellectual Property Rights of any third party or any applicable law, and (iii) their agreement to this Agreement and fulfilment of obligations herein will not contravene or conflict with any other agreements or obligations they are bound by.

13.2. Disclaimers: Maventra does not guarantee uninterrupted or error-free use of the Platform (including Your Portal) or the Add-on services under all circumstances, nor does it warrant that such interruptions or errors will be rectified. Maventra does not assure that the services will meet all of your requirements or be suitable for any specific purpose. It is your sole responsibility to ascertain whether the Platform or the Add-on services meet the needs of your business or otherwise fulfil their intended purpose.

13.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAVENTRA DISCLAIMS ALL WARRANTIES UNDER THIS AGREEMENT, APPLICABLE SCHEDULE(S), EXHIBITS, OR SUPPLEMENTAL TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS”. YOU ACKNOWLEDGE THAT YOUR DEALINGS WITH MAVENTRA ARE IN A BUSINESS CAPACITY AND NOT AS A CONSUMER.

14. Liability

14.1. Exclusion of Consequential and Related Damages: To the fullest extent permitted by applicable law, Maventra shall not be liable for any indirect, special, incidental, or consequential damages arising from this Agreement (including any appendix, addendum, or exhibit, or supplemental terms hereto). Such damages include, but are not limited to, loss of profits, revenues, goodwill, business opportunities, anticipated savings, wasted management time, work stoppage, loss, deletion, or corruption of content or data, computer failure or malfunction, or any other commercial damages or losses, even if Maventra has been advised of the possibility thereof. This limitation applies regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based. Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not apply to you.

14.2. Limitation of Liability: In no event shall Maventra’s aggregate liability under this Agreement (including any appendix, addendum, exhibit, or supplemental terms hereto) exceed the total subscription payments paid or payable to Maventra by you in the preceding twelve (12) months (the “Liability Cap”), notwithstanding any failure of essential purpose of any limited remedy. This limitation applies even in the case of multiple claims, which shall not expand this limitation. Maventra assumes no responsibility for any liability arising from content or materials accessed through the Portal and/or any material linked through such content.

15. Indemnification.

15.1. Customer Indemnification: You agree to defend Maventra against any claim, demand, suit, governmental action, or proceeding (“Claim”) brought against Maventra by a third party arising from or related to (i) your use or the use by your End Users of the Platform or Add-on services in violation of this Agreement or any applicable law, (ii) any Content, including Third Party Content, posted, uploaded, distributed, transmitted, or disseminated by you or your End Users via the Platform or Add-on services, or (iii) a dispute between you and any End User. You shall indemnify Maventra for any damages, fines, attorney fees, and costs incurred as a result of such Claim or for any amounts paid by Maventra under a court-approved settlement of such Claim.

15.2. Maventra Indemnification: Maventra shall defend you against any Claim made or brought against you by an unaffiliated third-party alleging that the Platform or Add-on services, or use of the Platform or Add-on services as permitted hereunder (excluding any claims based on Content), infringes a copyright or misappropriates a trade secret (“IP Claim”). Maventra shall indemnify you for any damages, attorney fees, and costs finally awarded against you as a result of such IP Claim, or for amounts paid by you under a court-approved settlement of such IP Claim. If an IP Claim is made or appears likely, Maventra may, at its option, (a) procure for you the right to continue using the Platform or Add-on services, (b) modify or replace the Platform or Add-on services to eliminate infringement, misappropriation, or violation, or (c) require you to terminate use of the Platform or Add-on services and refund any prepaid fees for future use.

15.3. Exclusions: Maventra shall have no obligation under Section 15.2 or otherwise for any Claim based on or arising from (a) your or your End Users’ Content or any customer materials, designs, or specifications; (b) modifications to the Platform or Add-on services not made or provided by Maventra; (c) your or an End User’s use of the Platform or Add-on services contrary to Maventra’s instructions or in breach of this Agreement; or (d) your or an End User’s use of the Platform or Add-on services after notice of alleged or actual infringement.

15.4. Procedure: Each Party’s indemnification obligations are subject to (a) prompt notification of any Claim, (b) the indemnifying Party assuming sole control of defense and settlement negotiations, and (c) the indemnified Party’s reasonable cooperation in the defense.

15.5. Exclusive Remedy: This section constitutes your sole and exclusive rights and remedies, and Maventra’s entire obligation, responsibility, and liability, for infringement or claims alleging infringement.

16. Confidentiality.

16.1. Confidentiality: Each Party agrees to maintain in confidence all information and know-how disclosed by the other Party that is identified as proprietary and/or confidential, or that, by the circumstances surrounding the disclosure, should reasonably be treated as such. They agree not to use such information and know-how except as permitted under this Agreement. This provision does not apply to information that (a) becomes publicly known or is readily ascertainable without the receiving Party’s involvement, (b) was lawfully possessed by the receiving Party prior to disclosure, (c) is lawfully disclosed by a third-party without confidentiality restrictions, (d) was disclosed by the disclosing Party to an unaffiliated third-party without confidentiality obligations, or (e) is independently developed by the receiving Party without reference to the disclosing Party’s confidential information. Moreover, either Party may disclose the other Party’s confidential information as required by governmental or judicial order, provided that the disclosing Party is promptly notified, and any protective order is followed. Additionally, you must treat the Platform and any associated Intellectual Property Rights as confidential and refrain from disclosing, disseminating, or distributing such materials to any third-party without prior written consent from Maventra. These confidentiality obligations apply throughout the term of this Agreement and survive its termination.

17. Aggregated Anonymous Data.

17.1. In the regular operation of the Platform, Maventra obtains aggregated, statistical data (such as product or feature usage and functionality metrics). This data is anonymized and combined with similar anonymized data to ensure it does not contain any identifiable or attributable information about You or any End User, whether alone or in combination with other data (“Aggregated Anonymous Data”). By using the Platform, you consent to Maventra using, storing, analyzing, and disclosing such Aggregated Anonymous Data without requiring Your prior written consent.

18. Export Compliance.
    

Export Compliance: Customer agrees to adhere to India, U.S., foreign, and international laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and other anti-corruption laws, as well as U.S. Export Administration and Treasury Department’s Office of Foreign Assets Control regulations, and other anti-boycott and import regulations. Customer warrants that it is not a Prohibited Person nor owned or controlled by one. “Prohibited Persons” refers to individuals or entities listed by the U.S. Department of Commerce, U.S. Department of State, U.S. Department of Treasury, or any other U.S. Government list, as amended from time to time, which are prohibited from acquiring ownership or control of items under this Agreement or conducting business with Maventra.

Each Party is responsible for compliance with laws in their respective country and the following:

18.1. Laws and regulations pertinent to its business and Content.

18.2. Import, export, and economic sanction laws and regulations, including those of the United States of America’s defense trade control regime and any applicable jurisdictions that restrict or prohibit the import, export, re-export, or transfer of products, technology, services, or data to certain countries, end uses, or end users.

18.3. Maventra will not act as Customer’s exporter or importer, except as required by data protection laws, for: i) any Content; or ii) the use of any part of the Platform from a country outside Customer’s business address.

19. Miscellaneous.

19.1. Publicity: You grant Maventra permission to use your business name and logo, following any publicly available trademark usage guidelines, in its marketing and promotional materials for the Platform, for as long as you utilize the Platform.

19.2. Force Majeure: Neither Party will be considered in default of this Agreement if prevented, hindered, or delayed in fulfilling its obligations by acts, events, omissions, or accidents beyond its reasonable control. Such events may include strikes, lockouts, utility service failures, Internet or communication network failures, acts of God, war, riot, civil commotion, epidemics, pandemics, outbreaks of infectious diseases, government regulations, accidents, equipment failures, natural disasters, or default of suppliers or subcontractors.

19.3. Amendment and Waiver: Any waiver of provisions in this Agreement must be made in writing with explicit reference to this clause. Delay or failure to enforce any provision does not waive the right to enforce that provision in the future. Waiving a breach of any provision does not constitute a general waiver of that provision.

19.4. No Third-Party Beneficiaries: This Agreement does not confer any benefits on third parties.

19.5. Relationship of the Parties: This Agreement does not establish a partnership, joint venture, agency, or employment relationship between you and Maventra.

19.6. Notices: Notices required or permitted under this Agreement shall be sent to the email address provided for you and to legal@Maventra.com for Maventra. Copies of legal notices shall also be sent to MAVENTRA LEARNING SOLUTIONS PRIVATE LIMITED, 223, Reena Complex, Vidyavihar (West), Mumbai – 400086.   Notice shall be deemed delivered when personally delivered, delivered to an overnight courier, or received via email.

19.7. Assignment: Neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent, except for assignments to an Affiliate or successor in connection with certain corporate events. However, if you assign this Agreement to a Maventra competitor, Maventra reserves the right to terminate the Agreement upon notice and provide a pro-rata refund of any prepaid but unused fees.

19.8. Survival: Provisions regarding license restrictions, warranties, confidentiality, limitations of liability, indemnity, and any other provisions intended to survive termination shall remain in effect.

19.9. Severability: If any provision of this Agreement is held to be unenforceable, illegal, or void, the remaining provisions shall remain in full force and effect.

19.10. Entire Agreement: This Agreement, including exhibits, addenda, and Order Forms, constitutes the entire agreement between the Parties, superseding all prior agreements. Modifications or waivers must be in writing and signed or accepted electronically. In case of conflict between this Agreement and any exhibit, addendum, or Order Form, this Agreement prevails unless expressly stated otherwise. Customer’s purchase order terms are not incorporated into this Agreement.

19.11. Governing Law and Jurisdiction: This Agreement, including its exhibits and annexures, is governed by the laws of India, with the courts of Mumbai, Maharashtra, having exclusive jurisdiction without reference to any conflict of laws rules.

Compliance with Laws: Maventra shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

19.12 Dispute Resolution: Customer’s satisfaction is an important objective to Maventra in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.