THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INDIAN CONTRACT ACT, 1872 AND THE INFORMATION TECHNOLOGY ACT, 2000 INCLUDING BUT NOT LIMITED TO THE ITS RULES, REGULATIONS, GUIDELINES AND CIRCULARS MADE THEREUNDER AND FOR THE TIME BEING IN FORCE.

THIS IS A COMPUTER-GENERATED DOCUMENT. IT DOES NOT REQUIRE ANY SIGNATURES, WHETHER PHYSICAL, DIGITAL OR OTHERWISE.

BY AVAILING THE SERVICES OR BY CLICKING ON THE “ACCEPT” BUTTON, YOU SHALL BE DEEMED TO HAVE ACCEPTED THE TERMS OF SERVICE AND HEREBY, CONSENT TO BE BOUND BY THE TERMS OF SERVICE. THE TERMS OF SERVICE MAY BE UPDATED, AMENDED, MODIFIED OR REVISED FROM TIME TO TIME. IT IS IMPORTANT THAT YOU REFER TO THE TERMS OF SERVICE FROM TIME TO TIME.

PLEASE READ THE TERMS AND CONDITIONS OF THE TERMS OF SERVICE (“TOS”) CAREFULLY. IT CONTAINS THE TERMS AND CONDITIONS OF YOUR ENGAGEMENT WITH THE COMPANY FOR AVAILING THE SERVICES OFFERED TO YOU BY OUR COMPANY.

1. Background:

• 1.1 BRYT Learning Technologies Private Limited, a company. incorporated under the laws of India having registered office at A-18, Hill Ridge Villas, (IVRCL), Gachibowli, Hyderabad 500008, State of Telangana (“BRYT” or “Company” or “We/we” or “Us/us” or “Our/our”). BRYT is the subsidiary of Bryt360 Inc incorporated under the laws of Delaware, United States (“Byrt360”).
• 1.2 The website, www.bryt.in, together with its, (a) mobile based applications namely, Bryt Teacher, Bryt School, Bryt Student, and Bryt Home available at Google Play Store and/or Apple Play Store, and (b) web-based application namely, Bryt Admin (collectively referred to as “Applications” / “Platform”) are owned, managed and operated by Bryt360.
• 1.3 The Company is an authorized representative of Bryt360, and is engaged in the business of providing Services to its Users through the Applications, (a) upon payment of subscription amount(s), and (b) by providing log in credentials.

2. Definitions

• 2.1 "Academic Year” shall mean the period commencing from the month of June for any given calendar year and ending on the month of April of the next calendar year or such duration during which the school is in session as notified by the State or the Central authorities.
• 2.2 “Applications” / “Platform” means proprietary mobile software, available at Google Play Store / Apple Play Store, web software, and cloud-based services including “Bryt Teacher”, “Bryt School”, “Bryt Student”, and “Bryt Home” available at Google Play Store/Apple Play Store along with website application “Bryt Admin”.
• 2.3 "Company," "we," "us," or “our" means BRYT and any other companies that are its subsidiaries and affiliates.
• 2.4 “Confidential Information” shall mean and include any information and all information disclosed by BRYT to You and shall include without limitation trade secrets, information relating to the Services, the marketing activities, business strategies, business practices and tactics, pricing, financial matters, financial and operational information relating to the Business, techniques, formats, compilations, programs, teaching materials, learning materials, courses, modules, notes, audio and visual texts, session, lectures, training materials, formulas, processes, information, data, systems, operations, research, improvements, and know-how and all software, computer programs, source code, object code, system documentation, customer or subscriber related information, user documentation, program materials, screen displays, manuals, operation processes, written materials, documentation, data and information regarding products or services, whether finished, under development or being tested, whether any or all of the foregoing are in written, oral, photographical, electronical, tangible, magnetic, digital or other form and whether or not such information is marked as “Confidential” at the time of disclosure.
• 2.5 “Engagement Agreement” shall mean the executed agreement between the Company and the School.
• 2.6 “Intellectual Property Rights” shall mean and without limitation include any rights in perpetuity and arising worldwide under statutory law, common law or by contract and whether or not perfected, including without limitation, all, (a) patents, patent applications and patent rights, (b) rights associated with works of authorship including copyrights, copyright applications, copyright registrations, (c) trademarks and service mark, (d) any rights analogous to those set forth in this clause and any other proprietary rights relating to intellectual property; and (e) any renewals, reissues and extension of the foregoing now existing, hereafter filed, used or acquired, and whether registered or unregistered.
• 2.7 “Losses” shall mean all direct, indirect, incidental or consequential losses, liabilities, damages, fines, interest, awards, penalties, costs, amounts paid in settlement, reasonable expenses of investigation, expenses of litigation, suit, action or other proceedings or of any claim, default, assessment. charges and expenses.
• 2.8 “School” or “User” means the school or schools which has or have executed the Engagement Agreement with the Company for the purpose of availing Services from the Platform provided herein.
• 2.9 "Services" means service or services of facilitating and access to and use textbooks, associated printed learning materials including textbooks, digital academic content, virtual academic support and training, in-school academic support and training, which may include providing know how and instructions on setting up a low-cost technology lab on demand.

3. Engagement

• 3.1 The Company shall provide login credentials to the Users for logging into their accounts on the Platform and/or on such other Platform or website as may be designated by the Company.
• 3.2 The User shall maintain strict confidentiality of the login credentials provided by the Company and shall restrain from disclosing such login credentials to any 3rd party. The User’s Schools shall be entitled to provide access to its or their students for availing the Services. Such access shall be provided by using roll numbers of the students and issuing passwords.
• 3.3 For the purposes of smooth functioning of the Services including but not limited to resolving any technical issues, update the software, install patches and/or run security checks, the Company may access the account of the Users on the Platform at any time.

4. Grant of License

• 4.1 Subject to the terms of this Terms of Services and the Engagement Agreement, the Company hereby grants you a limited, non-exclusive and non-transferable license to the User with the purpose of viewing and using the Platform solely for educational purpose and non-commercial purposes. The User shall not be entitled to sub-license the License to any 3rd party.
• 4.2 The User shall not be entitled to use, copy, adapt, modify, download, print, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, market, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform and its Services, except as expressly permitted under the Terms of Services.
• 4.3 Except for the license granted herein under this Terms of Services, the User shall not be entitled to any other licenses or rights including but not limited to any intellectual property rights owned or controlled by Bryt360 or its licensors.

5. Intellectual Property Rights

• 5.1 The User understands and agrees that the Services including the learning and teaching materials made available on the Platform are owned by and are the sole and exclusive property of Bryt360 and all the intellectual property rights in relation to the Services along with the materials therein. Bryt360 is exclusive and sole owner of all the content on the Platform, including but not limited to learning content such as design, course structure, illustrations, lesson plans (the “Platform Content”).
• 5.2 The User shall not have any rights, title or interest over the Platform or the Services and shall not be entitled to reproduce, distribute or copy, in whole or in part. You shall not duplicate, replicate, copy or otherwise use either partially or entirely in any manner whatsoever the Services. The access to the Platform is granted to the User solely for the purpose of availing the Services on the Platform and for no other purpose.
• 5.3 The Parties understand and agree that no licenses or rights are granted to the User by implication or otherwise with respect to the Platform Content orunder any Intellectual Property Rights owned or controlled by Bryt360 or its licensors, except for the licenses and rights expressly granted in the Terms of Service.
• 5.4 The User shall not at any time, including upon the termination of this Terms of Services, infringe and/or violate in any manner whatsoever the Intellectual Property Rights of Bryt360. The Company shall be entitled to seek injunction from the court of law in the event of any threatened infringement and/or violation of the Intellectual Property Rights of Bryt360.

6. User Content

• 6.1 Any content created or developed, (including the questions created by the User) shall be owned by the User (“User Content”).
• 6.2 User hereby gives the right to the Company to remove any User Content with or without notice to the User under the following circumstances:
• a) User Content is infringing any 3rd party intellectual property rights;
• b) User Content is violating or attempting to violate the integrity orsecurity of the Platform;
• c) User Content is incomplete, false or inaccurate;
• d) User Content is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, offensive, or profane;
• e) User Content furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• f) User Content impersonating any person or entity;
• g) User Content having any contests, sweepstakes, barter, advertising, or pyramid schemes;
• h) User Content having any information that poses or creates a privacy orsecurity risk to any person.

7. Representation and Warranties

The User represents and warrants the following to the Company:

• 7.1 It has the right, power and authority to enter into, execute and fully perform its obligations and to receive the Services pursuant to the Terms of Services;
• 7.2 It is not subject to any obligation, whether legal, contractual or otherwise, that may prevent and/or interfere with its performance of obligations and availing the Services provided on the Platform;
• 7.3 It has all the required permissions and consents under law for availing the said Services provided on the Platform and there is no restriction pursuant to any law, judgement, order and/or direction from any legal authority;
• 7.4 It has all the required skill, knowledge, expertise and technology to avail the Services in accordance with the Terms of Services; and
• 7.5 It has all the required skill, care and diligence expected of a competent and experienced professional when performing the Services.
• 7.6 It shall make timely payments according to the terms provided in the Engagement Agreement.

8. Use of Information

• 8.1 The User shall be entitled only to create, transmit, submit, display or otherwise make available any information in furtherance to the Services, which it owns or has the right to use under all applicable laws.
• 8.2 In the event of discovery of any violation of laws relating to data protection, privacy and information security, the Company shall be entitled to delete or limit the access to any or all such information uploaded by the User.
• 8.3 The Company shall take all reasonable measures as prescribed under the applicable laws to safeguard the information including but not limited to such information being made available on 3rd party cloud services providers or use its own service infrastructure for hosting the servers and databases. The Company shall not be liable for any event of failure that is beyond its reasonable control.
• Unless otherwise prescribed under law for the time being in force, only upon prior written approval of the Company shall the User be entitled to disclose the information to government and/or regulatory auditor(s).

9. Third Party Services

• 9.1 The Company may provide Users links to the websites of the 3rd party. The Company does not endorse any 3 rd party websites mentioned on the Platform and shall not be responsible for the same.
• 9.2 The Company shall in no way be responsible for any acts or omissions of any 3rd party. Any transaction, dealings or communication otherwise that the User may have with such 3 rd party shall be done at its own risk. The Company does not make any warranties, express or implied, regarding the quality or suitability of the services or products of such 3rd party vendors.

10. Term and Termination

• 10.1 The User shall be bound by the Term of the Agreement as provided in the Engagement Agreement. In the event of early termination of the Engagement Agreement by the User prior to the completion of the Term, the User shall be liable to pay the Company an amount equivalent to 50% of the invoice value for the remainder of the Term. The Company reserves the right to take legal action to recover any outstanding amounts owed by the User under this clause. The provisions of this clause shall survive the termination of this Agreement.
• 10.2 The Company shall be entitled to terminate the Engagement Agreement by serving a prior written notice of 30 (thirty) days.
• 10.3 The Company shall be solely entitled to terminate the Engagement Agreement along with the Terms of Services upon, (a) breach by the User of any of the provisions of these Terms of Service, (b) violation of any law, (c) operation of law making this agreement unenforceable. The Company may however at its discretion provide a cure period of 15 (fifteen) days to cure such breach.
• 10.4 In the event the Company fails to perform its obligations, duties or responsibilities under the Engagement Agreement or breaches any of its representations (“Default”), the User shall be required to provide a cure period of 30 (thirty) days (“Cure Period”) to the Company during the regular operations of the School for rectifying such Default. If the Company fails or is unable to rectify the Default during the Cure Period, then the User may terminate the Engagement Agreement by serving 30 (thirty) days notice to the Company.
• 10.5 The Company shall be entitled to withhold providing the Services including but not limited to restricting access to the Platform in the event of delay beyond thirty (30) days from the due date of the payment. The Company shall be entitled at its sole discretion to resume the Services on receiving the payment and/or terminate the Engagement Agreement with immediate effect along the Terms of Services.
• 10.6 Upon termination of the Engagement Agreement, the User shall forthwith cease to have access to the Platform and Services. The User shall continue to be bound by the post termination obligations to which the User is / are subject, including, but not limited to, the payment obligations, intellectual property and confidentiality. The Company shall be entitled to collect any payment(s) due and payable post termination with an interest @16% until recovered.
• 10.7 In the event of the termination of the Engagement Agreement, no portion of any payments of any kind whatsoever paid by the User for the Services and the Platform shall be refunded to the User by the Company.

11. Confidentiality

• 11.1 The User agrees that during the course of its engagement with the Company, it may be exposed to Confidential Information. All the Confidential Information collected or received by the User shall be maintained in the manner as prescribed under laws governing data protection, privacy and information security including but not limited to Information Technology Act, 2000 and its applicable rules, regulations, notifications and circulars.
• 11.2 The User hereby irrevocably agrees not to, either directly or indirectly, disclose in any manner whatsoever, in whole or in any part, any Confidential Information to any 3rd party and/or any such person who has no need to know or have such Confidential Information.
• 11.3 Any or all Confidential Information provided by the Company to the User shall belong in right, title and interest to the Company at all times, and upon termination of the Engagement Agreement the User shall be under strict obligation to immediately return all such Confidential Information to the Company.
• 11.4 This Clause shall survive the termination of the Engagement Agreement along with the Terms of Services.

12. Governing Law and Jurisdiction

The Terms of Services and the Engagement Agreement shall be governed by the applicable laws of India. 12.1 The Courts at Hyderabad, State of Telangana, India shall have exclusive jurisdiction.

13. Non-Solicitation

13.1 During the term of the Engagement Agreement and for a period of 5 (Five) years upon the expiry or termination of the Engagement Agreement, the User shall not, either individually or jointly, directly or indirectly solicit, divert, entice, induce, take away or cause to, attempt to solicit, divert, entice, induce, take away the business or patronage of Users (including the subscribers to the Platform), the vendors, employees, suppliers of the Company in any manner whatsoever.

14. Disclaimer

• 14.1 The service (including, without limitation, any content) is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed.
• 14.2 The Company (including) its directors, employees, agents, suppliers, sponsors and partners do not warrant that: (a) the Services will be secure or available at any particular time or location; (b) any defects or errors shall be corrected; (c) any content or software available at or through the Services is free of viruses or other harmful components; or (d) the results of using the Services will meet the requirements of the User. The use of the Services is solely at the own risk of the User.
• 14.3 User hereby agrees and acknowledges that the Company is acting as a platform provider and does not provide any other services to either the User or the school. In view thereof, the Company shall not be liable to both User and the School for any 3rd party claims arising out of the Users use of the Platform and the Services.
• 14.4 The content of the Platform and the Services are developed on the concepts covered in the curriculum syllabus prescribed for various courses. The usage of the Platform is not endorsed as a substitution to the curriculum-based education delivered by the educational forums but is intended to supplement the same by providing a user-friendly interface for enabling restructuring of concepts and easy understanding of it.
• 14.5 The User hereby agrees and acknowledges that usage of the Services does not in any manner guarantee admission to any educational institutions or clearing of any examinations.

15. Indemnity

• 15.1 The User hereby agree to indemnify and at all times hold harmless the Company, its directors, officers, employees, representatives, agents and its affiliates (the "Indemnified Party") from and against any and all direct and actual claims and losses suffered or incurred by the Company on account of:
• a) fraud, wilful negligence, breach and loss of data;
• b) infringement of Intellectual Property Rights of the Company;
• c) non-compliance or violation of any laws for the time being in force; and
• d) breach of the representations and warranties contained in the Terms of Services

16. Notifications and Alerts

• 16.1 The Company shall provide the User with multiple automatic alerts while providing Services. The User understands and agrees that any notification or alerts provided to you through the Platform may be delayed or prevented by a variety of factors. The Company shall make best endeavour to provide alerts in a timely manner with accurate information. However, the Company neither guarantees the delivery nor the accuracy of the content of any alert.
• 16.2 The User agrees that the Company shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by the User or any 3rd party in reliance on an alert.

17. Communication

• 17.1 The User understands and agrees that the Company may contact the User through telephone, email, SMS, or any other means of communication for the purpose of:
• a) Obtaining feedback in relation to Platform or our Services;
• b) Obtaining feedback in relation to any other Users listed on the Platform;
• c) Resolving any complaints, information, or queries by other Users; and
• d) Providing full co-operation further to such communication provided by the Company.
• 17.2 By submitting suggestions or other feedback regarding our Services/Platform, the User agrees that the Company can use and share such feedback for any purpose without any compensation to the User and the Company is under no obligation to keep such feedback confidential.

18. Grievance Redressal Mechanism

18.1 In the event of any grievances with respect to the Services, the User may send an email to grievance@bryt.in or post a mail to A-18, Hill Ridge Villas, (IVRCL), Gachibowli, Hyderabad, State of Telangana 500 008.

19. Contact

• 19.1 Any questions regarding the Services or usage of the Platform, please contact Company at support@bryt.in.
• 19.2 For the purpose of validation, the User shall be required to provide information (including, but not limited to contact number or registered mobile number, et cetera) for the purpose of validation and noting the service request raised by the User.