Terms of Service
This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, Privacy Policy, and Terms of Service for access or usage of domain name https://www.edmingle.com/ (the “Website”).
What is in these Terms?
These Terms of Service (the “Terms”) constitute a legally binding agreement between Ascorb Technologies Private Limited, its subsidiaries, and affiliates ("Company," "we," "our," or "us") and User. These Terms will be effective upon your acceptance of the same (directly or indirectly in electronic form or by means of an electronic record) and will govern the relationship between us and you for the use of our Website https://www.edmingle.com/, our Services and any of our other websites, software, mobile or digital applications, or any other services we offer from time to time by or in connection therewith (together referred to as the “Platform” or “Edmingle”). The Platform is owned and operated by Ascorb Technologies Private Limited having its registered office at Second Floor, SRIT House 113, Block B, 1B, ITPL Main Rd, Kundalahalli, Brookefield, Bengaluru, Karnataka 560037
For the purpose of these Terms, wherever the context so requires "you" or "your" refers to any natural or legal person who has registered on our Platform as a Client (as defined below) and has availed themselves of our Services, including their Authorised Users on the Platform. For avoidance of doubt, the term “User” shall collectively refer to Clients, their Authorised Users, End Users (as defined below) and any other individual or entity who accesses or interacts with our Platform as well as Clients’ Portal(s). The applicability of these Terms extends to Users regardless of the device type used for accessing our Platform, whether it be a laptop/desktop or a mobile/tablet device.
About the Platform:
The following constitutes the “Services”:
Edmingle is an all-in-one training management platform designed to help training businesses streamline operations, enhance learner engagement, and deliver better outcomes. It supports both self-paced and instructor-led courses with tools for content management, live sessions, analytics, and customisable learner experiences through branded web and mobile apps. Clients can create tailored courses, lessons, and assessments, while tracking progress and adapting strategies using performance metrics. For End Users, Edmingle offers an intuitive interface for accessing courses, participating in discussions, and receiving real-time feedback, fostering active learning. As a Data Processor, Edmingle ensures compliance with Data Protection Laws while managing and processing data for Clients, Authorised Users, and End Users in accordance with its Privacy Policy and Data Processing Agreement. Additionally, Edmingle collaborates with Sub-Processors to deliver seamless functionalities and enriched learning experiences.
Acceptance of Terms:
Our role under these Terms is limited to administration and managing the Platform, including any Services made available to you on the Platform.
THESE TERMS OF SERVICE ARE DESIGNED TO HELP YOU UNDERSTAND THE GUIDELINES AND RULES THAT GOVERN YOUR USE OF OUR PLATFORM. ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM AND/OR SERVICES INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS UNDER THESE TERMS, SO PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING.
By impliedly or expressly accepting these Terms, you also accept and agree to be bound by our other policies (incorporated by way of a reference) as amended from time to time. We encourage you to read the Privacy Policy and Data Processing Agreement in conjunction with these Terms to better understand how you can update, manage, export, and delete your information. If you do not agree with anything provided herein, please do not use or access our Platform and/or Services.
We reserve the unilateral right to change the particulars contained in these Terms from time to time, without notice to you and in our sole discretion. If we make any such revision in these Terms, we will update the effective date above and the revised Terms shall be effective from such date. You are required to frequently check these Terms and their effective date to understand the terms and conditions that apply to your use of our Services. Your continued use of the Platform and/or Services following such modification constitutes your acceptance of the modified Terms of Service, whether or not you have read them.
DEFINITIONS AND INTERPRETATION
Definitions:
In these Terms the following expressions have the following meanings unless otherwise stated:
“Associated Documentation” means all informative and instructive materials, including user manuals, guides, instructions, specifications, and other documentation that accompany the Client's Portal, intended to assist Clients and End Users in understanding, using, and managing the features and functionalities of the Platform.
“Authorised Users” refers to the employees, agents, contractors, or representatives of the Client who have been granted permission by the Client to use the Client's Portal and access our Services. Authorised Users may perform tasks on behalf of the Client, including, but not limited to, managing the Client's Portal, coordinating directly with Edmingle for technical support and system configuration, overseeing End User interactions, and executing other responsibilities assigned by the Client to effectively utilise the Platform and Services.
“Branding Content” refers to all elements and materials added by the Client to their Platform to personalise and represent their brand identity. This may include, but is not limited to, proprietary domain names, logos, trademarks, colour schemes, themes, fonts, custom page designs, promotional graphics, banners, taglines, proprietary text, and any other visual or multimedia content used to create a distinctive and branded experience for End Users.
“Business Day” means a day other than a weekend or public (including gazetted) holiday in Karnataka, India.
“Client(s)” refers to an individual or entity that registers on our Platform to access and use our Services. Clients may include educators, institutions, organisations and other businesses that utilise the Platform to create, manage, and deliver online courses or other content to their End Users. Clients are responsible for configuring the Platform according to their needs, managing their End Users, and ensuring compliance with these Terms of Service. Clients may designate Authorised Users to act on their behalf and carry out tasks related to the use of our Services.
“Client's Application” is a customised mobile application developed for Android and/or iOS platforms by Edmingle, designed to provide Clients and their End Users with enhanced access to the features and services available on the Client's Website.
“Client Content” for the purposes of these Terms, shall refer to the content generated by the Clients and/or their Authorised Users, that may be uploaded, posted, provided, published, displayed, linked to, or otherwise shared information essential for the Services through the Platform and the Client’s Portal. Further, Client Content includes all data, information, text, files, images, graphics, videos, audio recordings, or other materials that Clients, and/or their Authorised Users upload to the Platform or to the Clients’ Portal, as the case may be. This encompasses, without limitation, the Branding Content, Customisation Information, and all the course materials (both written and audio-visual), assignments, generated tests, test scores, certificates, communications with End Users, and any other information related to the online courses provided by Clients and their Authorised Users.
“Client’s Portal” shall mean and include the Client's Website, Client's Application, and all features made available to a Client under the purchased Subscription Plan, including any white-labelled components provided by us, such as Branding Content, proprietary content, and tailored user experiences.
“Client's Website” refers to the subdomain or website created by a Client using their Branding Content and Customisation Information. The Client's Website serves as the primary platform for delivering online courses and interacting with End Users. It may also include integrated tools, features, and content management systems provided by Edmingle to facilitate the Client's business needs, including content uploads, End User engagement, and administrative controls.
“Customisation Information” refers to any data or details that may be utilised in tailoring or personalisation of the Services to better meet Clients’ specific needs and preferences. This may include, but is not limited to: (a) website credentials; (b) access credentials to the Google Play store and Apple Play Store consoles for mobile application publication under the Client's brand (while Edmingle retains ownership of the underlying code); (c) particular features or functionalities to be integrated into Client’s Portal; (d) specific requests for changes in the user interface to improve user experience for the Client’s End Users; and (e) call dialer information necessary for integrating features like payment gateways for application service fee collection. By providing this information, Clients ensure that the Services align closely with their objectives and enhance the overall effectiveness of their engagement with the Platform.
“End Users” are individuals who access and use the Client's Portal, such as students, learners, or other participants, to receive the content, courses, or services provided by the Client. End Users interact with the Client's Portal to engage in educational or other activities as defined by the Client, and their actions are subject to these Terms of Service and any specific policies set forth by the Client.
“End User Content” refers to any data, information, files, media, feedback or other materials that an End User uploads, submits, posts, or otherwise transmits through the Client’s Portal. This includes but is not limited to, text, images, videos, audio files, comments, messages, End Users’ data (such as Personal Information and academic records) and other content created or shared by the End Users while interacting with the Client’s Portal or related services.
“User Content” for the purposes of these Terms, shall collectively refer to the Client Content and the End User Content.
WHO MAY USE OUR PLATFORM AND SERVICES?
We welcome individuals and entities to utilise our Services, subject to adherence to these Terms of Service. To ensure clarity, here's who may and may not use our Services:
Eligible Users:
Individuals who use our Platform and Clients’ Portal to access courses and coaching provided by the Clients. They must meet the minimum age requirements: at least 18 years old or the age of majority in their country of residence; at least 16 years old in the European Union with parental or legal guardian consent; or at least 13 years old in the United States or United Kingdom with similar consent. If a User is under the required age as specified herein, it is assumed that they have obtained the explicit consent of their parent or legal guardian to use the Platform and Clients’ Portal. Users are also expected to have the intention and capacity to effectively utilise the services offered by the Platform and Clients.
Prohibited Users:
Individuals under 13 years old: Minors under the age of 13 are not eligible to use our Services. If you are between 13 and 18 years old, please refrain from using our Platform without appropriate parental or guardian consent.
Individuals barred from using the Services: Individuals who have been previously suspended or prohibited from accessing our Services by us or any competent authority are not allowed to use our Platform.
Individuals engaging in Illegal Activities: Individuals or entities engaged in or intending to engage in any activity that is illegal under applicable law, including but not limited to fraud, money laundering, and terrorism financing.
Individuals with Conflicting Interests: Individuals or entities that have conflicts of interest that would prevent them from complying with these Terms or that would pose a risk to the integrity of the Platform and its users.
Users from Sanctioned Territories: You are prohibited from using our Platform if you or the business entity you represent is domiciled, registered, or conducts business in any country or territory subject to financial and economic sanctions, trade embargoes, or similar restrictions imposed by Government of India, including but not limited to Pakistan, North Korea, and Syria. This also applies if you are listed as a prohibited, sanctioned, debarred, or denied party by the Directorate General of Foreign Trade (DGFT) of India, the Reserve Bank of India (RBI), the Ministry of External Affairs (MEA), or any other relevant Indian authority. This Clause shall also apply if you or the business entity you represent is domiciled, registered, or conducts business in any country or territory subject to financial and economic sanctions, trade embargoes United Nations, UN Security Council or any other relevant UN agency. You must obtain any required licence or government authorization before accessing our services if you fall under any of these categories.
Compliance with Laws:
All Users must comply with applicable laws, regulations, and policies when using our Services. It is your responsibility to ensure that your use of the Platform does not violate any laws or regulations in your jurisdiction.
International Users:
Our Platform and/or Services are designed for global use, and we strive to comply with applicable Data Protection Laws (defined in Data Processing Agreement). However, Users must ensure compliance with the specific laws and regulations of their respective countries or regions when using our Platform. While we make reasonable efforts to align our operations with widely accepted legal standards, we do not guarantee full compliance with local laws outside India unless explicitly stated. Users are solely responsible for understanding and adhering to the laws applicable to their use of the Platform and/or Services in their jurisdiction.
HOW CAN YOU USE OUR PLATFORM AND SERVICES?
Service Demonstration:
Clients have the option to book a demonstration (demo) of our Services through the dedicated functionality available on our Platform. To book a demo, Clients are required to select a suitable date and time via the Zoho Bookings link integrated into our Platform. During the booking process, Clients must provide certain information, including but not limited to their full name, organisation name, business category of the organisation and your role within the organisation, to secure their slot for the demo. Clients also have the option to select their preferred demonstrator, known as a 'Demo Buddy,' subject to their availability at the chosen date and time. By booking a demo, you agree to provide accurate and complete information as requested. The information provided during the demo booking process will be handled in accordance with our Privacy Policy and applicable Data Protection Laws.
You may have the option to modify or reschedule your demo appointments, subject to availability. You understand that we reserve the right to cancel or reschedule the demo at our discretion, and we will notify you of any such changes as soon as possible. Additionally, you acknowledge that the demo is provided for informational purposes only and does not constitute an offer or guarantee of Service availability.
You acknowledge that these demos are designed to showcase the optimised workflow processes and customised solutions that Edmingle offers to address the specific needs and challenges of our Clients. Each demo provides an interactive opportunity to observe how Edmingle's Learning Management System (LMS) empowers Clients by streamlining the creation, management, and delivery of online courses. It showcases how the integration of tools and features can enhance operational efficiency, from organising course content to engaging End Users through live and self-paced sessions, thus, meeting the unique requirements of Clients and their End Users. We tailor each demo to align with the specific interests and needs of the Client, ensuring the presentation is relevant and valuable. By highlighting these advanced capabilities, our aim is to illustrate the added value and tangible benefits that our Services can deliver.
Each demo is typically scheduled to last approximately 45-60 minutes, during which we provide an overview of our Services and answer any questions. Please note that after the demo, we may follow up with additional resources, answer further questions, or discuss how our Services can specifically benefit your organisation.
You understand that by providing your information in accordance with Clause 3.1.1, you authorise Edmingle, its employees, agents, and contractors to initiate electronic communications by email, telephone calls, or such other mode of communication with respect to your use of the Platform and Services offered by Edmingle. Please note that telephone calls may be recorded for training purposes.
Account Registration and Verification:
For Clients: To use the Service, clients must create a Client account (“Account”) by completing the one-time registration process and providing accurate, current, and complete information, including their name, institution name, state (if in India), contact details, email address, and password. Registration is free, but a Subscription Plan must be purchased as per Clause 6 to access Services.
While creating an Account, Clients need to undergo Account verification. For Indian Clients, this is done via an OTP sent to the registered mobile number; for international Clients, via an OTP sent to the registered email. Two-factor authentication (2FA) may also be activated for additional security. Clients are responsible for maintaining the confidentiality of their Account credentials and are liable for all activities conducted under the Account.
Organisation Accounts and Authorised Users:
As the primary Account holder, you may designate one or more Authorised Users and/or administrators who will have access to your organisation’s Account. These individuals are empowered to configure the Services to meet your needs and oversee End Users within your Client’s Portal.
Authorised Users and administrators are assigned specific roles and permissions, with all actions performed on behalf of the primary Account holder. The primary Account holder is responsible for managing these roles, ensuring they align with the organisation's needs, and retaining full responsibility for all activities on the Platform. These Terms also apply to Authorised Users and administrators.
You are responsible for (i) maintaining the confidentiality of your organisation's Account password, (ii) appointing competent individuals as Authorised Users and administrators to manage your Account, and (iii) ensuring that all activities associated with your Account comply with these Terms. Please note that the Platform is not responsible for the Authorised Users, administrators and internal management of the Services on your behalf.
Access to Our Services:
Once you are registered on the Platform and purchase a Subscription Plan that suits your needs, the Company will grant you access to a dedicated dashboard ("Dashboard"), from which you can access Services via a dedicated server and create your respective Client’s Portal. Depending on the Service offerings you have subscribed to, you may also gain access to a common version of Client’s Application.
Account Security and Update:
You are responsible for safeguarding their Account credentials and preventing unauthorised access to their Account. Any unauthorised use of an Account must be reported to the Company immediately for investigation.
If you share or allow others to have access to your Account, you assume exclusive liability and responsibility for all activities conducted under your Account, as well as any resulting consequences.
You acknowledge and agree that we shall not bear any liability or responsibility for the activities or consequences arising from the use or misuse of any information under your Account.
Account Suspension and/or Deletion:
You agree to promptly inform us of any unauthorised use of your Account. In the event of a suspected security breach or misuse of your Account, we reserve the right to request a password change or suspend your Account, without incurring any liability to the Company, for a duration deemed appropriate in the circumstances. We disclaim any responsibility for any loss or damage resulting from your non-compliance with this provision.
The User shall be solely responsible for the accuracy and correctness of all such details/information given by the User during Account setup. If we have reason to doubt the correctness of any details/information furnished by you or in case any information furnished by you is found incorrect, false, or misleading, we reserve the right to cancel or suspend the registration of the User permanently or for such period as we deem fit.
WHAT ARE YOUR RESPONSIBILITIES AND OBLIGATIONS?
You agree:
that your country of residence and/or your organisation’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
to fully comply with all applicable laws and any other contractual terms that govern your use of the Platform (and any related interaction or transaction), including those specific laws applicable to you or your end Users in any of your geographical locations;
to regularly and autonomously ensure the preservation and backup of all User Content as the case may be, including End User Content and Client’s Portal;
to provide your Account information accurately and failure to maintain such accurate information, including having an invalid or expired payment method, may result in the inability to access and use the Services;
to not create an Account on behalf of anyone other than yourself without their permission. Additionally, using a username with the intent to impersonate another person, or using a username Account that is subject to the rights of someone else without proper authorisation is not allowed;
to not assign or transfer your Account to any other person or entity;
to provide proof of identity to access or use the Services in certain cases. Refusal to provide proof of identity may result in denial of access to or use of the Services;
that we shall not bear any liability or responsibility for the activities or consequences arising from the use or misuse of any information under your Account, including without limitation, situations where you have neglected to update your mobile phone number and/or email address on the Platform;
that in the event of a suspected security breach or misuse of your Account, we reserve the right to request a password change or suspend your Account, without incurring any liability to the Company, for a duration deemed appropriate in the circumstances. We disclaim any responsibility for any loss or damage resulting from your non-compliance with this provision;
that you are responsible for ensuring that your hardware, software, and internet connection meet the technical requirements necessary to access and use the Platform and/or Services. We are not responsible for any issues arising from your failure to meet these requirements.
to take your own precautions to ensure that the computer systems used by you to access and use the Platform and Services do not expose your computer systems to any viruses, malicious computer code, or other forms of interference that may damage your computer system. We accept no responsibility for any loss or damage to you or anyone else which may arise out of, or in connection with, your access to, and use of the Platform and our Services;
to make sure that the device that you use is compatible with our system/software to use the Platform and avail of the Services offered therein. You further agree that similar device requirements would apply to your End Users and the responsibility of communicating these requirements to the End Users shall be solely yours.
that we do not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your administrators, or your compliance therewith; and
to comply with all applicable laws and use the Services only for lawful purposes.
USER CONTENT GUIDELINES
In utilising our Platform, Client’s Portal and/or Services, you may upload, post, provide, publish, display, link to, or otherwise share User Content. By doing so, you provide us with a worldwide, irrevocable, non-exclusive, royalty-free licence to employ, reproduce, store, adapt, publish, translate, and distribute User Content within the operational scope of our Services. This includes but is not limited to, promotional and advertising purposes across any media now known or hereafter devised. You acknowledge that we may utilise any User Content you consistent with our Privacy Policy and Data Processing Agreement on the Platform, and you shall not be entitled to any payment or other compensation for such use. It’s your responsibility to ensure that the User Content abides by applicable Data Protection Laws and any agreement entered into. We aren’t responsible for any harm resulting from anyone’s access, use, purchase, or downloading of User Content or for any harm resulting from third-party websites. You’re responsible for taking the necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
User Content must comply with the content standards set out in this Clause. User Content must not-
contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service, or our Privacy Policy;
be likely to deceive any person;
promote any illegal activity, or advocate, promote, or assist any unlawful act;
cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
impersonate any person, or misrepresent your identity or affiliation with any person or organisation;
involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising;
give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case;
You acknowledge and agree that you are solely responsible for any User Content uploaded, submitted, or published on the Platform as well as the Client's Portal, including but not limited to any text, images, videos, or other materials, whether by you, your Authorised Users, or End Users. You represent and warrant that you have all necessary rights, licences, consents, and permissions to submit and publish such content and that it does not infringe on any third-party rights, including intellectual property rights.
As the Client, you will act as the Data Controller for End User Content, including any Personal Information and content handled through your Client’s Portal. You are responsible for ensuring compliance with all applicable Data Protection Laws, including but not limited to obtaining the necessary consents and ensuring lawful processing of Personal Information. Any legal liability arising from such content, including claims of defamation, copyright infringement, privacy violations, or data breaches, shall rest solely with you.
Furthermore, Edmingle shall not be responsible for any non-compliance, data breaches, or mishandling of data on your Client’s Portal, whether caused by you, your Authorised Users, or End Users. The Company will not be held liable for any loss, damage, or claims resulting from the content or data submitted and published by you or your Authorised Users.
You agree that you have obtained all consents and permissions required under all applicable laws regarding the processing, storing, collection, posting, transmission, and publication of any Personal Information and/or image or likeness of any person, entity, or property which is part of the User Content, and you will adhere to all laws applicable thereto. Further, the User Content is (and will continue to be) true, current, accurate, non-harmful, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, export, copy, possess, post, publish, transmit, display or otherwise use, in the country in which you or your Platform’s visitors reside.
You agree and allow us to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review all material before it is posted on the Platform and are not obligated to remove objectionable content after it has been posted. However, we retain the right (but are not obligated) to pre-screen, refuse, or remove any User Content at our discretion, including when we receive claims or complaints from third parties or authorities. We do not guarantee the accuracy, completeness, or reliability of any User Content, including End User Content, Branding Content, and Customisation Information.
Feedback:
The Platform may include features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to us and/or share such Feedback with other Users or the public. We conduct periodic surveys to gather user insights, and Users can also reach out to our support team to provide their Feedback. Additionally, we regularly collect Customer Satisfaction (CSAT) and Net Promoter (NPR) scores from Clients to assess our Services.
If you submit Feedback, we may use such Feedback for any purpose without any compensation or obligation to you. We reserve the right to remove any Feedback posted in our public forums for any reason at our sole discretion. If you wish to request the removal of any Feedback posted on the Platform, please email us at support@edmingle.com.
Further, any Feedback provided to us by you relating to the Platform and/or Services shall be owned by us and you hereby assign to the Company all such rights concerning Feedback. We shall be free to use, disclose, reproduce, licence, or otherwise distribute such Feedback or suggestions without any obligations or restrictions.
WHAT ARE THE SUBSCRIPTION PLANS AND PAYMENT TERMS FOR CLIENTS?
Subscription Plans:
We offer paid subscription plans (“Subscription Plans”) for our Services on our Platform, including recurring monthly and annual options. You can select a plan and the duration that aligns with your operational requirements. The detailed features and pricing of all the plans are available here.
The services provided under each subscription plan are subject to our Fair Usage Policy to ensure equitable and optimal usage for all Users. The Company reserves the right to monitor usage and determine compliance with the policy. Users must adhere to the limitations and intended use defined under their respective Subscription Plans. Any excessive or abusive usage that surpasses the reasonable scope or intended purpose of the Subscription Plan, as determined by the Company, may result in a request to adjust usage, restrict access, or upgrade to a higher subscription tier. Repeated violations or deliberate misuse may lead to suspension or termination of access to the Services. Users are encouraged to review their subscription terms and contact support for clarification on permissible usage.
Free Trial:
You have the option to start a 7-day free trial to get an experience of Edmingle and our Services before you opt for either a Subscription Plan. During the free trial, you can utilise our Platform and Services and have access to all the features of your selected Subscription Plan. Please note that restrictions may apply, and we reserve the right to modify or terminate the free trial offer at any time without prior notice. After the 7-day trial period, if you do not subscribe to our paid Subscription Plans, your Account will be suspended and you shall not receive further access to the Client’s Portal created for you.
Fees and Non-Payment:
Upon selecting a specific Subscription Plan on our Platform, you are required to pay the designated subscription fee (“Fees”) associated with the selected plan.
You understand that invoices will be issued for the Fees. You are required to pay the invoices within 30 Business Days of receipt. You shall have the option to be billed on an annual or monthly basis.
You acknowledge and agree to make the payment in respect of our Services in advance. We retain the right not to make any Services available until we receive the Fees.
Each time you wish to renew your subscription, whether monthly or annually, a new invoice will be generated. Payment for these invoices must also be made as per the due dates mentioned in the invoices.
The invoices sent to your registered email address will contain payment links powered by our Payment Processor. Alternatively, you may choose to pay the Fees via a direct bank transfer. The invoice shall contain the Company’s bank details. Ensure that payment is made in full and within the specified time frame to avoid any disruptions in service availability.
In the event of non-payment of Fees or failure to make timely payments may impact your access to the Platform and Services until outstanding amounts are settled in the following manner:
Your Account will be blocked immediately after the invoice due date.
For End Users, access will be restricted three days following the suspension of your Account.
Our Customer Success and Accounts Teams will proactively follow up with you regarding any outstanding payments. Should payment not be received within one month from the due date, your account will be suspended until the full payment towards Fees is made.
Furthermore, please be aware that if you do not renew your subscription voluntarily within 60 days, or if invoices remain unpaid for 120 days, all data associated with your Account and Client’s Portal, including videos, content, User information, and any other materials may be permanently deleted from our servers. It is your responsibility to ensure timely payment of all Fees. Edmingle will not be liable for any loss or damages resulting from the suspension of access or deletion of data due to non-payment.
Taxes:
Your payments to Edmingle are subject to all applicable taxes, including but not limited to Goods and Services Tax (GST), Value Added Tax (VAT), or other local taxes based on your country of residence or account registration. All Fees are exclusive of any taxes, levies, or duties imposed by relevant authorities, which you are solely responsible for calculating and paying. Failure to do so may result in additional charges. Additionally, Edmingle is not liable for any extra costs imposed by your financial institution, including international transaction fees or overdraft penalties. By agreeing to these terms, you acknowledge your responsibility to comply with all tax obligations related to your subscription, unless otherwise stated in the pricing schedule.
Payment Terms:
You acknowledge and agree that no payments are processed directly on our Platform. Payments for Services are facilitated exclusively through a payment link provided by us, which is powered by a third-party Payment Processor (as defined in Clause 6.6.3 of these Terms). This payment link will be sent to the email address you provided or through another mutually agreed-upon method. It will direct you to a secure payment platform where you can complete your transaction using valid payment methods.
We may engage third-party service providers such as Zoho Subscriptions (“Subscription Manager(s)”) to handle the management of subscriptions, including purchases, renewals, cancellations, and invoicing. In such cases, we may not collect or store any payment-related information, such as credit or debit card details, Unified Payments Interface (UPI) details, or bank account information. Instead, any Personal Information related to payments will be collected and processed directly by the Subscription Manager(s) in accordance with their respective policies.
We use Razorpay, Stripe, Paypal and Easebuzz as a provider of payment gateway services (“Payment Processors”). You acknowledge and agree that any payment made on the Platform shall also be subject to the terms and conditions of our Payment Processors. You agree and acknowledge that in the future, we may utilise the services of other payment services providers and you shall be subject to their terms and conditions as and when applicable.
You are authorised to use valid credit/debit cards, or any other accepted payment methods, including online banking facilities, for completing the payment of the Fees. You are required to provide accurate and complete information regarding your credit/debit card details, Unified Payment Interface (UPI) information (if applicable), or online banking account details when using the payment link. It is your responsibility to ensure the correctness of the information submitted, and any costs, expenses, losses, or damages incurred as a result of providing incorrect details shall be solely your responsibility.
We disclaim any responsibility and liability for any loss or damage incurred by you during the utilisation of available payment methods on the Platform. This includes but is not limited to, instances such as:
Lack of authorization for a transaction;
Exceeding the mutually agreed preset limit between you and the respective bank;
Payment issues arising from the transaction; and/or
Transaction being declined due to any other reasons.
You are solely responsible for providing accurate and complete payment information; any costs, expenses, losses, or damages resulting from incorrect details submitted will be your responsibility. You also have the option of paying the Fees by bank transfers.
By actively selecting a Subscription Plan, or participating in transactions, you explicitly acknowledge your understanding and unequivocal acceptance of the pricing and subscription terms delineated in this Clause.
We reserve the right to periodically review and adjust Subscription Plans and pricing terms to adapt to market dynamics and service enhancements. You will receive timely notifications regarding any changes, and updates will be accessible through the Platform, but this will not affect payment for Services that have been previously paid.
All payments made by you against the Fees shall be either in Indian Rupee (INR), United States Dollar (USD), Great British Pound (GBP) or Euro. We will not facilitate transactions concerning any other form of currency with respect to the Fees. If you choose to pay using a different currency, the applicable conversion rate will apply, and any conversion costs will be borne by you alone.
You agree and accept that all nuances and modalities relating to payments shall be separately governed by the Payment Processor. We would not be responsible, in any manner whatsoever, for any liability that may arise in relation to any aspect of/ relating to the payment modes (including any fraudulent transaction).
You acknowledge, understand, and agree that the payment facility provided by us constitutes neither a banking nor financial service. Instead, we function as a facilitator, offering an electronic, automated online payment, and remittance facility for transactions on the Platform through the existing authorised banking infrastructure and credit card payment gateway networks. It is imperative to clarify that, in providing the payment facility, we assume neither the role of a trustee nor engage in a fiduciary capacity concerning the transaction, thereby absolving itself from such responsibilities.
We affirm that the information provided by you in this regard will be treated as confidential and will not be divulged to any third party, except as necessitated by the applicable laws, regulations, and/or processes of any government authority, and/or in connection with any judicial proceedings pertaining to legal actions, suits, and/or proceedings arising from or related to these Terms.
Edmingle reserves the exclusive right to offer any discounts or promotions on its Fees. These discounts or offers, if available, will be communicated to you directly through the Platform or via other official means such as email, SMS, or phone. Such offers can only be availed through the Platform unless otherwise explicitly stated by Edmingle. No individual or third party is authorised to offer discounts on Edmingle's Fees. Edmingle is not liable for any claims arising from unauthorised discounts or offers made by any person or platform other than Edmingle.
Payment Terms for the Client’s Portal:
Clients are responsible for determining the fees for services or content offered through their Client's Portal, and Edmingle does not set these fees. Payments for services are processed by third-party payment providers, and Edmingle is not involved in the transactions. Clients must comply with the terms and conditions of these providers, who handle payments, issue receipts, and remit funds (after deducting their fees and taxes). Edmingle is not liable for any additional charges by these providers. If a Subscription Plan includes revenue sharing with Edmingle, the third-party providers may deduct fees before transferring the balance to the Client.
For any subscription cancellations, Clients are responsible for managing them directly, and Edmingle is not liable for any failure to do so. In the event of payment disputes, Edmingle is not responsible for accepting or rejecting services through the Client’s Portal once the third-party provider has processed the payment.
CAN YOU CANCEL YOUR SUBSCRIPTION PLAN?
If you would like to terminate your subscription to the Platform, you can reach out to us directly at support@edmingle.com to initiate the cancellation process. Please note that subscription payments are due and payable depending on the subscription renewal basis—either 30 days after the initial subscription date for monthly plans or one year after the initial subscription date for annual plans
For monthly plans, should you elect to cancel your subscription mid-month, such cancellation shall only become effective at the commencement of the following billing cycle, which is not yet paid for. Subscription Fees for the current billing cycle, once paid, are non-refundable and no pro rata refunds shall be issued.
For annual plans, you may cancel at any time. In the case of cancellation, you will be eligible for a pro-rata refund based on the monthly cost of your plan.
Refund processing time – Your refund will be processed in 5 to 7 business days
If provided for in the service contract otherwise, we reserve the right to charge a cancellation fee.
If you are disappointed with the quality of our Services, please contact us without any delay and express your concerns. We will address your complaints as soon as possible.
Loss of Data, Content, and Capacity:
If your Account or any Services or third-party services related to your Account are cancelled (whether at your request or at Platform’s discretion), it may cause or result in the loss of certain content, features, or capacity of your Account, including any User Content, or other usage data retained therein (“Capacity Loss”). We shall not be liable in any way for such Capacity Loss, or for saving a backup of your Account or User Content.
Following the termination of your Account or Services, we reserve the right to retain your associated data for a period of 120 days. After this period, we reserve the right, but are not obligated, to permanently delete all data as part of our normal operational procedures. Once deleted, such data cannot be recovered.
DO WE PROVIDE SUPPORT AND MAINTENANCE SERVICES TO OUR CLIENTS?
Support Assistance:
The Company provides Chat, Email, and Phone support as applicable based on your subscription plan. This support is available to assist you with understanding the features of the Client’s Portal, as well as with general inquiries related to its use. Support services are provided at no additional charge, as per the terms of your subscription plan. However, assistance beyond standard support, such as applying the software to specific User-defined issues or advanced troubleshooting, may require additional fees. The Company reserves the right to determine what qualifies as standard support under your plan and what services may incur additional charges.
You may reach out to us at support@edmingle.com or telephone: +914448135437 on Business Days during local business hours between 10am to 6pm IST to address any problems and errors in the Client’s Portal or any Services.
Updates and Maintenance:
We may, from time to time, develop patches, bug fixes, upgrades, and other modifications to improve the performance of the Client’s Portal and related services ("Updates"). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. However, for any significant Updates to the Services, you will be notified via the registered email address associated with your Account. By continuing to use the Client’s Portal after an Update, you are deemed to have consented to it.
We regularly maintain and upgrade the Client’s Portal to enhance performance, introduce new features, and address security or compliance needs. Updates may involve infrastructure, databases, or software changes and could include bug fixes. We will notify you of scheduled maintenance or upgrades that may impact your use, typically via email. For critical issues requiring urgent maintenance, we will provide advance notice whenever feasible to minimise disruption.
LICENCE FOR PLATFORM ACCESS
Subject to the compliance with these Terms, we provide Users with a limited, revocable, non-exclusive, and non-transferable licence to access and use this Platform. However, Users are not authorised to download, modify, reproduce, or distribute any content from the Platform, or any portion of it, except with our express written consent. This licence explicitly excludes (i) any resale, commercial use or sublicensing of this Platform or its contents, (ii) any derivative use of this Platform or its contents, (iii) any downloading or copying of any information for the benefit of another seller, and/or (iv) any use of data mining, robots, or similar data gathering and extraction tools.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
Ownership Rights:
Users acknowledge that no ownership of the Platform is being transferred. All rights, Intellectual Property, and interests in the Platform remain the exclusive property of the Company, its affiliates, or its licensors.
Users further acknowledge that no ownership of the underlying technology in the Client’s Portal, Associated Documentation, and this Platform is being transferred. Except for the User Content provided by you, all rights, intellectual property, and interests in the software codes and technology utilised to develop the Client’s Portal, Associated Documentation and this Platform remain the exclusive property of the Company, its Affiliates, or its licensors.
Intellectual Property Rights:
All rights, title, and interest in and to the Platform and our Services, including any and all Associated Documentation, copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates, and widgets, literary work, source, and object code, software, computer code (including HTML), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Platform or Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customised URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Company’s Intellectual Property”), and any derivations thereof, are owned by and/or licensed to the Company.
For the avoidance of doubt, the final look and feel of the Client’s Portal is the property of the Client. The Company retains ownership of the underlying software code and technology, as expressly stated in this Clause.
Subject to the provisions of these Terms, we grant the Users a limited, non-exclusive, non-transferable licence to access and use our Platform and/or Services strictly for its intended purposes. This licence explicitly does not confer any ownership rights to you or Users except as otherwise stated in this Clause, and any unauthorised use constitutes a material breach of these Terms.
All copyright and other intellectual property rights in the material on our Platform are reserved.
We respect the intellectual property rights of others, and Users are expected to do the same. Uploading, posting, or otherwise transmitting any content that infringes on the Company's or any third party’s intellectual property rights is strictly prohibited. We reserve the right to promptly remove any infringing content from our Platform as well as from Client’s Portal and take legal action if necessary.
Users are not permitted to reproduce, modify, create derivative works, distribute, licence, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform, Services, and/or Client’s Portal except as expressly permitted by the Company, except as follows:
Your computer may store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download a reasonable number of pages of our Platform or from Client’s Portal for your own personal use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user licence agreement, if any, for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
Modify copies of any materials from this Platform or Client’s Portal.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform or Client’s Portal.
Use of your Intellectual Property:
The Company acknowledges and agrees that all Intellectual Property Rights related to Client Content, including but not limited to Branding Content, Customisation Information, copyrights, trademarks, trade secrets, and patents, associated with the Client’s Portal and any materials provided by Clients ("Client IP") are and shall remain the exclusive property of the Clients only. The Company shall not modify, adapt, or distribute Client IP without prior written consent from the Client. Further, the Company shall not acquire any ownership rights to Client IP by virtue of these Terms.
To provide and enhance our Services, we may need to access, upload, and copy your User Content to our Platform, including cloud services and content delivery networks (CDNs), for purposes such as training our software tools, backup duplication, and other technical actions. By providing us with User Content, you grant us a worldwide, royalty-free, perpetual, irrevocable, and sublicensable right and licence to (i) reproduce, distribute, display, publish, make available online or otherwise electronically transmit such User Content through our Platform, (ii) to store and / or retain such User Content in order to facilitate the Services. To the extent that any User Content includes Personal Information of any User or third party, it will be handled in accordance with our Privacy Policy.
You acknowledge and agree that:
if you elect to upload any information or User Content to our Platform and/or Client’s Portal, you:
represent and warrant that you either have the rights in that information or User Content or have the necessary permission to upload, post, transmit or otherwise make available that information or User Content via the Platform and/or Client’s Portal;
are solely responsible for that information or User Content and that we will not be liable for any loss, expenses, liabilities, costs, or damages that are caused by the information you provide on the Platform and/or Client’s Portal; and
you have procured all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Platform or the Services to you.
For the avoidance of doubt, and in accordance with all applicable Data Protection Laws, it is your responsibility to ensure that you have received prior consent from the third party required for you to provide to us their information for use under these Terms.
You agree that we may refer to you, your business name, publish your logo and/or trademark and make reference to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business provided that any proposed communication or reference is approved in writing in advance by you.
Report Copyright Infringements:
Users agree not to upload or transmit any communications or User Content that infringes or violates the rights of any party while using our Platform and/or Client’s Portal. We do not permit infringing materials to remain on our Platform and/or Client’s Portal and encourage users to promptly notify us if they believe any materials on our Platform and/or Client’s Portal, including advertisements or linked User Content, infringe third-party copyrights.
Upon receipt of a proper notice of claimed infringement under the Copyright Act,1957 (the “Act”), we will respond promptly to remove or disable access to the allegedly infringing material. We will follow the procedures specified in the Act to resolve the claim between the notifying party and the alleged infringer responsible for the User Content.
To report copyright infringement issues, please reach out to us at legal@edmingle.com.
We reserve a right to terminate contractual relationships with third parties who repeatedly infringe the copyrights of others.
In the event that we receive notice regarding a copyright infringement, we may cancel your Account, or remove any User Content in our sole discretion, with or without prior notice to you. Any notices filed pursuant to this may be deemed accepted, applicable, and compliant with the Act, or not, at our sole reasonable discretion. We reserve the right to notify the person or entity providing the infringement notice of such an action and provide any details included therein.
The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with User Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit.
WHAT CAN YOU DO AND WHAT IS A NO-GO WHEN USING OUR PLATFORM?
Subject to the compliance with these Terms, including the 'Prohibited Uses' defined in Clause 13.4 below, we grant Users a non-exclusive, non-transferable, revocable licence to:
access our Platform, Client’s Portal and/or Services; and
downloading the User Content or any part of it, provided by them for utilising our Platform and/or Client’s Portal.
Subject to compliance with these Terms, we may offer to provide the Services, as more comprehensively described on the Platform. These Services, selected by you, are intended solely for your own use and are not to be used or exploited for the benefit of any third party.
The provision of Services will be carried out on a best-efforts basis. We do not provide any warranties for the continuous availability or the accuracy of any content or User Content.
Prohibited Uses:
While using our Platform, Client’s Portal and/or Services, Users consent to abstain from activities that contravene these Terms, encompassing fraudulent acts, spamming, hacking, and any actions that could disrupt the operations of our Platform and/or Client’s Portal.
While using our Platform and/or Client’s Portal, Users are strictly prohibited from assuming the identity of others indulging in any conduct that may falsely represent their identity.
While using our Platform and/or Client’s Portal, Users are strictly prohibited from purchasing of search engine or other pay per click keywords (such as Google AdWords), or domain names that use the name 'Edmingle' or Edmingle's trademarks and/or variations and misspellings thereof.
Users shall not edit or otherwise modify any material on our Platform and/or Client’s Portal, unless they own or control the relevant rights in the material.
Users are prohibited from probing, scanning, or testing the vulnerability of our Platform and/or Client’s Portal without our permission.
Users agree not to submit, transmit, or display any User Content, or use in a context, that may be deemed as defamatory, libellous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive, or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of our Platform and/or Client’s Portal or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval.
Users agree not to publish and/or make any use of our Platform, Client’s Portal and/or Services on any website, media, network, or system other than those provided by the Company, and/or frame, “deep link”, “page-scrape”, mirror, and/or create a browser or border environment around any of the Services, our Platform and/or Client’s Portal (or any part thereof), except as expressly permitted by the Company, in advance and in writing.
Users are prohibited from using our Platform and/or Client’s Portal to copy, store, host, transmit, send, use, publish, or distribute any material that consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.
Users are prohibited from decrypting or deciphering any communications sent by or to our Platform and/or Client’s Portal without our permission.
Users shall not conduct any systematic or automated data collection activities, which include without limitation scraping, data mining, data extraction, and data harvesting on or in relation to our Platform and/or Client’s Portal without our express written consent.
Users shall not use our Platform, Client’s Portal or Services except by means of the public interfaces.
Users shall not use data collected from our Platform and/or Client’s Portal for any direct marketing activity, including without limitation email marketing, SMS marketing, telemarketing, and direct mailing, without our express written consent.
Users agree not to remove or alter any copyright notices, watermarks, restrictions; and signs indicating proprietary rights of any of our licensors, including copyright mark [©], creative commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Services, our Platform and/or Client’s Portal.
Users must not do anything that interferes with the normal use of our Platform, Client’s Portal and/or Services.
Users must not systematically retrieve Personal Information, data or other content from our Platform and/or Client’s Portal to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Users must not engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
You are prohibited from copying, modifying, creating derivative works of, downloading, adapting, reverse engineering, emulating, migrating to another service, translating, compiling, decompiling, or disassembling our Platform, Client’s Portal the Services (or any part thereof), any content offered by our Platform and/or Client’s Portal or third party services for use and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without our prior written and specific consent and/or as expressly permitted under these Terms.
Additional activities that are prohibited:
Users may not access or use our Platform, Client’s Portal and/or our Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.
The Users of our Platform and/or Client’s Portal, agree not to:
trick, defraud, or mislead us and other Users, especially in any attempt to learn sensitive information;
circumvent, disable, or otherwise interfere with security-related features of our Platform and/or Client’s Portal, including features that prevent or restrict the use or copying of any User Content or enforce limitations on the use of our Platform, Client’s Portal and Services and/or the User Content contained therein;
disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. Use any information obtained from our Platform and/or Client’s Portal in order to harass, abuse, or harm another person;
make improper use of our Platform,Client’s Portal and/or Services or submit false reports of abuse or misconduct;
use the Services in a manner inconsistent with any applicable laws or regulations;
engage in unauthorised framing of or linking to the Services;
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of our Platform, Client’s Portal and/or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of our Platform, Client’s Portal and/or Services;
attempt to impersonate another User or person or use the username of another User;
upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs'), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms');
interfere with, disrupt, or create an undue burden on our Platform and/or Client’s Portal or the networks or services connected to them;
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you;
attempt to bypass any measures of our Platform, Client’s Portal and/or Services designed to prevent or restrict access to our Platform, Client’s Portal and/or Services, or any portion thereof;
copy or adapt the software of our Platform and/or Client’s Portal, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses our Platform and/or Client’s Portal, or use or launch any unauthorised script or other software;
make any unauthorised use of our Platform, Client’s Portal and/or Services, including collecting email addresses of Users by electronic or other means for the purpose of sending unsolicited emails by automated means or under false pretences.
You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your access to our Platform, Client’s Portal and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.
USER REPRESENTATIONS
By using our Platform, Client’s Portal and/or Services, Users represent and warrant that:
all the information submitted on our Platform and/or Client’s Portal will be true, accurate, current, and complete;
Users will maintain the accuracy of such information and promptly update such information as necessary;
Users have the legal capacity and you agree to comply with these Terms;
the use of our Platform, Client’s Portal and/or Services shall be solely for the purposes of personal or professional use;
they will not misrepresent or embellish the relationship between Edmingle and Users (including by expressing or implying that we support, sponsor, endorse, or contribute to them or their business endeavours). Users will not imply any relationship or affiliation between Edmingle and Users.
if the Clients onboard on our Platform as the representative of any entity, they represent that they are authorised to act on behalf of such entity and that such entity shall be bound to comply with these terms upon your acceptance of these Terms;
Users are not a minor in the jurisdiction in which they reside and are responsible for adhering to their country's laws when accessing our Platform and/or Client’s Portal and utilising our Services, given that the Company is located in Karnataka, India;
Users will not access our Platform, Client’s Portal and/or Services through automated or non-human means, whether through a bot, script, or otherwise;
Users will not use our Platform, Client’s Portal and/or Services for any illegal or unauthorised purpose; and
the use of our Platform, Client’s Portal and/or Services will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, licensing, privacy, data protection, the transmission of technical data exported from India or the country in which you reside, the use or provision of financial services, notification and consumer protection, unfair competition, and false advertising).
IS THE COMPANY RESPONSIBLE FOR THIRD-PARTY WEBSITE INTEGRATIONS INTO THE PLATFORM AND CLIENT’S PORTAL?
You understand and acknowledge that our Platform and Client’s Portal may use tools and integration services provided by third-party service providers, for which the Company is not the distributor or retailer. By accessing third-party links on our Platform, you acknowledge doing so at your own risk and agree to be bound by the third party’s terms and policies. We are not responsible for the content, functionality, or legality of external websites or their services. Any issues with such services will be addressed on a best-effort basis under agreed obligations with the third parties. While we may offer a directory of independent third parties to assist with Client Portals, your engagement with them is at your discretion, and we do not endorse or assume responsibility for their services. You should carefully review relevant policies before using external websites or services.
IS USER INFORMATION COLLECTED SECURED?
Please review our Privacy Policy and Data Processing Agreement, which govern your use of our Platform, detailing the collection, handling, and transfer of User information in compliance with applicable Data Protection Laws. Any Personal Information shared with us is treated with strict confidentiality. By using our Service, you agree to comply with all Data Protection Laws regarding any information shared on the Platform or collected from End Users. You are responsible for safeguarding Personal Information provided in connection with your Client’s Portal and for offering an appropriate privacy notice and cookies policy to your End Users, outlining your processing activities and security measures. If you object to the use or transfer of your information, we advise against using our Platform.
UNDER WHAT CIRCUMSTANCES MAY ACCESS TO THE PLATFORM AND/OR SERVICES BE TERMINATED
These Terms shall remain in full force and effect while you use the Platform and/or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES AND/OR PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
We reserve the right to suspend or terminate your access to our Platform and/or Services and/or your Account, immediately if you fail to pay any outstanding Fees or any such other sum remains unpaid for 30 days following formal written demand for payment.
We reserve the right to deny access to the Platform, terminate accounts, remove content, or disable any features or identifiers (whether chosen by you or assigned by us) at any time, if, in our judgement, any information you provide or actions you take violate the Platform Terms, applicable laws, or governmental policies.
If your account is terminated or suspended for any reason, you are prohibited from registering or creating a new account under your name, a fake or borrowed name, or the name of any third party, regardless of whether you act on their behalf. In addition to suspension or termination, we reserve the right to pursue appropriate legal action, including civil, criminal, and injunctive remedies.
Upon termination of your access, you must immediately discontinue use of the Platform. All licences granted to you under these Terms automatically terminate and you shall automatically forfeit the right to use the Platform.
We may terminate these Terms by providing written notice to the User if:
the User fails to remedy a material breach of these Terms within two (02) days of being notified of the breach;
the User becomes bankrupt, enters a voluntary arrangement, is in liquidation or receivership, ceases business, threatens to cease business, or is otherwise insolvent.
You have the liberty to terminate your Account whenever you wish by adhering to the instructions that are clearly outlined on the Platform.
Upon termination or expiry of these Terms, you can download your content directly from the Platform interface or access it through the API, as per availability.;
Clauses including Indemnity, Disclaimer, and Limitation of Liability shall survive termination of these Terms.
WARRANTIES AND DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY. WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
We strive to keep the Platform operational, but uninterrupted or error-free use cannot be guaranteed, nor can we ensure it’s free from viruses or harmful components. Users are responsible for maintaining an internet connection, compatible devices, and covering related costs, including network fees. The Platform may not work seamlessly on all devices, and updates or maintenance might cause temporary unavailability. We disclaim liability for business losses, indirect damages, or any losses from using or being unable to use the Platform.
Disclaimers in reference to Client’s Portal:
You acknowledge and agree that Edmingle functions solely as a Platform service provider and does not participate in, nor has any control over, any transactions between Clients and their End Users conducted on the Client’s Portal. Therefore, any sale of content, products, or services through a Client's Portal constitutes a bipartite contract between the Client and their End Users, with Edmingle having no involvement in the transaction.
As the owner and operator of your Client's Portal, you are solely responsible for its management, including but not limited to determining course fees, controlling access to content, and ensuring compliance with applicable laws and these Terms. This responsibility also extends to publishing any necessary terms and conditions, privacy policies, refund policies, and other legal agreements applicable to End Users. All such terms and policies must be in full compliance with applicable laws, including data protection regulations as outlined in our Privacy Policy, Data Processing Agreement and these Terms.
Edmingle shall not be held liable for any activity, communication, or transaction that takes place on the Client’s Portal or between the Client and their End Users. Additionally, Edmingle is not responsible for any content you choose to share on the Platform or Client’s Portal, nor for the actions of Authorised Users and End Users. You agree to comply with the restrictions and obligations set forth in these Terms and ensure your actions conform to applicable laws.
While Edmingle does not actively monitor communications or interactions in discussion forums or other communication channels between Clients and their End Users, Edmingle reserves the right to take necessary actions, including but not limited to legal actions, should it receive complaints of misconduct or become aware of any violations of legal obligations.
Users recognise that utilising Services and engaging with third-party integration Services through our Platform and/or Client’s Portal involves inherent risks. We cannot ensure specific outcomes from such interactions and usage. Therefore, Users assume all associated risks, liabilities, and potential harm that may arise from these interactions. These risks include but are not limited to, misrepresentation of information by third-party services, breaches of warranty or contract, rights violations, and any resulting claims or consequences.
The services provided by the Company are offered on a non-exclusive basis. You acknowledge and agree that we reserve the right to offer and render its services to other parties, including your competitors, and are under no obligation to provide services solely to you.
Users discern that while we strive to provide you with an efficient and streamlined Client’s Portal, there might be some inadequacies due to Updates, upgrades, bugs, and other difficulties. As mentioned in Clause 9, you may reach out to us, and in due time, we will fix the said inadequacies to the fullest of our efforts.
You clearly perceive that after deployment of the Client’s Portal and handing over the access to you, we are not responsible for the acts and omissions done by you on the Dashboards or in the course of using the Client’s Portal. We shall not be in charge of any activities except as allowed by you. We shall not be liable for any acts and omissions done by the Authorised Users.
Except as provided in these Terms, no further warranty, condition, undertaking, or term, express or implied, statutory or otherwise as to the condition, quality, performance, or fitness for the purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.
We do not recommend the use of the Services for hosting personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.
LIMITATION OF LIABILITY
To the fullest extent permitted by law, the Company and its affiliates, directors, employees, and agents shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or other damages, including but not limited to loss of profits, revenue, business interruption, goodwill, data loss, corruption, unauthorized access to data, or any other loss arising from your use or inability to use the Platform, Services, or Client’s Portal. This includes, but is not limited to, damages resulting from cyberattacks, breaches beyond our control, third-party services integrated into the Platform, failure in technology implementation, malfunction, inadequate resources, third-party software or hardware conflicts, business disruptions, or failure to meet specific business requirements. Users are solely responsible for maintaining adequate backups of their data, and the Company disclaims liability for restoring or protecting data beyond reasonable measures. The Company makes no guarantees regarding uninterrupted business operations or specific outcomes from implementation, and shall not be responsible for any failures arising from factors beyond its control, including data inaccuracies, system incompatibilities, or force majeure events. In jurisdictions where certain limitations are restricted, the Company’s liability will be limited to the maximum extent permitted by law.
Beta Services:
We may offer certain Services as closed or open beta services (“Beta Service(s)”) for testing and evaluation purposes. You agree that we retain sole authority and discretion to determine the testing period, evaluate its success, and decide whether to transition Beta Services into commercial offerings. Participation in Beta Services does not obligate you to purchase any subscription for paid Services.
Beta Services may contain bugs, experience disruptions, or not operate as intended. We reserve the right to modify, suspend, or fully or partially discontinue any Beta Services, including the availability of features, databases, or content on the Platform, without notice. Additionally, we may restrict your access to parts or all of the Platform due to technical disruptions or other similar events. You acknowledge and agree that Edmingle will not be liable to you or any third party for any harm, inconvenience, or claims arising from the modification, suspension, or discontinuation of Beta Services or any associated Platform features.
INDEMNIFICATION
Users are solely and exclusively responsible for the utilisation of our Platform, Client’s Portal and/or Services:
Users agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand received or suffered by us, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of (1) User contributions; (2) use of the Platform, Services, Client’s Portal, and/or User Content; (3) breach of these Terms; (4) any breach of User representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any overt harmful act toward any other User of our Platform and/or Client’s Portal with whom User connected via our Platform and/or Client’s Portal; or (7) any inaccuracies or errors in the results provided by f our Platform and/or Client’s Portal. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.
DISPUTE RESOLUTION AND GOVERNING LAW
Users expressly acknowledge and agree that we shall have the right to enforce these Terms against them.
These Terms shall be construed in accordance with the applicable laws of Karnataka, India.
In the event, a dispute or difference arises in connection with the (i) these Terms, (ii) the access to or use of our Platform, Client’s Portal and/or Services, the parties to the dispute shall attempt in the first instance to amicably resolve such dispute through mutual consultations.
If the dispute is not resolved within a period of 30 (thirty) days from the date of commencement of discussions or for a longer period as the parties may agree in writing, then a party may refer the dispute to arbitration. The arbitration shall be conducted in English by a sole arbitrator appointed jointly by the parties, as far as possible. The arbitrator must issue a final decision within 30 (thirty) days from the commencement of arbitration proceedings. The place of arbitration shall be Bengaluru, Karnataka, India. The award of the arbitration proceedings will be final and binding on both parties.
In the event that the Parties are unable to agree upon an Arbitrator, any dispute, controversy, or claim arising out of or relating to these Terms, including its formation, interpretation, performance, or termination, Users agree that (i) we have the right to bring any proceedings before any court/forum of competent jurisdiction and you irrevocably submit to the jurisdiction of such courts or forum; and (ii) any proceeding brought by you shall be exclusively before the courts in Bengaluru, Karnataka, India.
MISCELLANEOUS
You understand that we will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions, or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence the provision of the Services as soon as reasonably practicable.
We may assign any or all of our rights and obligations to any person or affiliate entity at any time. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.
You acknowledge that there is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services.
CONTACT
If you require further information or have any inquiries or concerns regarding the Terms of Service, please do not hesitate to contact us in writing by:
Email at legal@edmingle.com; or
Post at Ascorb Technologies Private Limited, Second Floor, SRIT House 113, Block B, 1B, ITPL Main Rd, Kundalahalli, Brookefield, Bengaluru, Karnataka 560037.