Terms of Use
Privacy Policy and Cookie Policy
Intellectual Property Policy
Online Tech Study API Agreement
Online Tech Study for Business Agreement
Online Tech Study for Business Privacy Statement
Instructor Agreement
Affiliate Terms & Conditions
Credits Program
Pricing and Promotions Policy
Online Tech Study for Business Subscription Agreement
This Agreement was last updated on June 30, 2019.
This Subscription Agreement (“Agreement”) governs the access and use of Online Tech Study for
Business and Online Tech Study for Government.
1. Definitions. As used herein:
1.1 “Administrator” is an individual appointed by Customer who has the ability
to customize the Customer Account, manage Users, access Insights and related reporting, access
OTSFB Administrator Tools, and populate the Customer Account with Subscription Courses or
Marketplace Courses.
1.2 “Affiliate” means any entity that directly or
indirectly controls, is controlled by, or is under common control with the subject entity. For
purposes of this definition, “control” means direct or indirect ownership or control of more
than 50% of the voting interests of the subject entity.
1.3 “Course API” means an application programming interface that allows Customer
to access certain information relating to Subscription Courses, Marketplace Courses, or Customer
Courses, including but not limited to course title and similar information.
1.4 “Customer” means the party entering into an Order Form with Online Tech
Study, or otherwise signing up to use OTSFB.
1.5 “Customer Account” means the site where Users access the Subscription
Courses and any Marketplace Courses licensed by Customer, and where Administrators may access
the OTSFB Administrator Tools and Insights.
1.6 “Customer Courses” are courses that Customer may create using its own
content or license from third parties and upload such content to their Customer Account for use
by their Users.
1.7 “Customer Personal Data” includes the personal data (as defined by
applicable law) that Customer, Administrator or User enters into or delivers to OTSFB as
necessary to access OTSFB.
1.8 “Insights” means the functionality which allows an Administrator to access
reporting on User adoption, course consumption, and User activity.
1.9 “Marketplace Courses” are those courses that Online Tech Study generally
offers on the Site, but which are not offered as Subscription Courses, but may be added to the
Customer Account separately by Customer as set forth in Section 7.
1.10 “Order Form” means an ordering document (whether online or otherwise)
entered into by Online Tech Study and Customer, which is incorporated into this Agreement, and
specifies the services to be provided by Online Tech Study and the fees related thereto. By
entering into an Order Form hereunder, an Affiliate of either party agrees to be bound by the
terms of this Agreement as if it were an original party hereto.
1.11 “Privacy Statement” means the OTSFB Privacy Statement located at /terms/otsfb-privacy.
1.12 “Reporting API” is an application programming interface that allows
Customer to access certain information relating to the Customer and its Users’ use of OTSFB and
the Customer Account such as completion.
1.13 “Site” means Online Tech Study’s website located at
www.onlinetechstudy.com, on which Online Tech Study offers various online courses and related
services.
1.14 “SSO” or “Single Sign-On” is a capability, which enables Users to log in to
OTSFB without the need to disclose user passwords to Online Tech Study.
1.15 “Subscription Courses” are courses offered by Online Tech Study as part of
OTSFB that Users will be able to access upon Customer’s payment of the Subscription Fees and
set-up of the Customer Account.
1.16 “Subscription Fees” are the fees charged to a Customer by Online Tech Study
for access to OTSFB on a per seat basis.
1.17 “OTSFB” refers to Online Tech Study for Business or Online Tech Study for
Government, Online Tech Study’s proprietary services that permit Customer to, among other
things:
(a) configure their Customer Account;
(b) invite new Users;
(c) assign Users into groups;
(d) assign courses to individuals or groups;
(e) access Subscription Courses;
(f) elect which Marketplace Courses to add to their Customer Account, if any;
(g) upload Customer Courses and make Customer Courses available for Users;
(h) invite Users to access and enroll in courses;
(i) allow Administrators access the OTSFB Administrator Tools; and
(j) access to Single Sign-On, Course API, and Reporting API.
1.18 “OTSFB Administrator Tools” means the functionality made available to an
Administrator that may be used to: add and remove Users, assign Users to groups, assign names to
such groups, view User course consumption and activity, run and export reports of such
consumption and activity, and run other reporting features of OTSFB that Online Tech Study may
make available to Customer from time to time.
1.19 “Users” means the employees and contractors (including Administrators)
Customer authorizes to access and use the Customer Account.
2. Customer Account. Customer shall select a unique URL identifier for the
Customer Account. Customer will appoint at least one Administrator, who will be responsible for
the configuration of the Customer Account, set up User accounts and run reports via Insights.
Customer, Administrator and Users shall be responsible for maintaining the security of
passwords. Online Tech Study may, in its sole discretion, offer certain localized or translated
Subscription Courses or Marketplace Courses in non-English languages. Subscription Courses and
Marketplace Courses are available only so long as: (a) Customer continues to pay the
Subscription Fees; and (b) Online Tech Study continues to have the legal right to offer such
Subscription Courses or Marketplace Courses. From time to time, Online Tech Study may need to
remove Subscription Courses or Marketplace Courses from Customer Account. In those
circumstances, Online Tech Study will: i) use its best efforts to secure from the instructor a
transition period and the right for enrolled Users to continue to access such courses during
such transition period, and ii) endeavor to give notice of such a transition as far in advance
as possible. Upon termination of this Agreement, Users will no longer have access to any
Subscription Courses or Marketplace Courses.
3. Customer Courses. In the event that Customer creates and uploads Customer
Courses, Customer represents that it shall own or have the necessary licenses, rights, consents,
and permissions, and the authority to authorize Online Tech Study, to display and use the
Customer Courses on and through the Customer Account in the manner contemplated hereunder.
4. License to the Site, OTSFB and the Customer Account. Subject to the terms and
conditions of this Agreement, Online Tech Study grants to Customer and its Affiliates,
exercisable by and through its Users, a limited, nonexclusive, royalty-free, revocable (for
breach), nontransferable, and non-sublicensable, right and license during the term of this
Agreement to access OTSFB for the purpose of creating a Customer Account, and provisioning
access to the Customer Account to Users. For avoidance of doubt, this Agreement shall only apply
to Customer’s and its Users’ use of OTSFB, and shall not apply to any other offerings available
on the Site. Unless Customer has elected to include the Single Sign-On capability, Users will
access the Customer Account by logging in through the Customer Account. In all of its activities
under this Agreement, Customer assumes full responsibility for its Administrators’, Users’ and
Affiliates’ compliance with the terms and conditions of this Agreement and for securing any
necessary consents from its Users to access and use their personal information and for ensuring
that such access and use conforms with applicable laws, including, without limitation, privacy
laws.
5. Restrictions.
5.1 In the course of all of its activities under this Agreement, Customer shall not permit its
Users or any third party under its control to:
(a) copy, distribute, modify, or hack OTSFB, the Site, or any Subscription Courses or Marketplace
Courses;
(b) introduce any computer code, file or program that may damage or hijack the operation of any
aspect of OTSFB;
(c) scrape, spider, or other automated means of any kind to access OTSFB such as accessing API
endpoints for which User has not been provided authorization by Online Tech Study, the Customer
Account or Subscription or Marketplace Courses other than as expressly authorized by Online Tech
Study;
(d) access or use OTSFB for benchmarking or similar competitive analysis purposes or in order to
build a competitive product or service;
(e) use OTSFB or any courses for any purpose or in any manner that is unlawful or that infringes
the rights of others;
(f) post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic,
defamatory or libelous content or information through OTSFB;
(g) solicit personal information from any instructor or other student;
(h) frame or embed the Customer Account or any Subscription Courses or Marketplace Courses;
(i) transmit any unsolicited or unauthorized promotional materials, spam, or any other form of
solicitation (commercial or otherwise) through OTSFB; and/or
(j) share login access to OTSFB among multiple individuals or otherwise permit third parties
other than Users to access or use the Customer Account or Subscription Courses or Marketplace
Courses.
In the event that Online Tech Study determines that any User has violated the restrictions set
forth in this Section 5.1, Online Tech Study reserves the right to terminate or suspend access
to OTSFB for such User.
5.2 Customer represents to Online Tech Study that all Users shall be Customer’s employees or
contractors. Customer may not assign or transfer User access from one person to another except
in connection with a change of job assignment or termination of employment.
5.3 Certain features of OTSFB are not available for Customers on the Online Tech Study for
Business Team Plan, including but not limited to: the ability to assign Users into groups or
otherwise use the groups functionality, add Marketplace Courses into their Customer Account,
assign courses to individuals or groups, utilize any Optional Features, or access any of the
functionality in Insights.
5.4 Customer represents and warrants that all Users will be at least 13 years old.
6. Instructor Interactions. As a marketplace for online learning, Online Tech
Study does not hire or employ instructors to create Subscription Courses or Marketplace Courses.
Online Tech Study disclaims responsibility or liability for any interactions between Users and
the instructors of either Subscription Courses or Marketplace Courses. Online Tech Study is not
responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out
of or relate to conduct of instructors or Users, including, but not limited to, any User's
reliance upon any information provided by an instructor. Online Tech Study disclaims any
liability from any injuries that may occur arising from a User’s participation in any fitness,
health, or wellness courses available on OTSFB. Online Tech Study does not control any third
party content accessible on the Site or through OTSFB and, as such, does not guarantee in any
manner the reliability, validity, accuracy or truthfulness of such third party content. Customer
also understands that by using the OTSFB services, Online Tech Study may expose Users to third
party content that Customer or its Users consider offensive, indecent, or objectionable. Online
Tech Study has no responsibility to keep such content from Customer or its Users and Online Tech
Study has no liability to Customer’s or its Users’ access or use of any third party content, to
the extent permissible under applicable law.
7. Marketplace Courses. With the exception of Online Tech Study for Business
Team Plan, Administrators may, at any time, elect to add Marketplace Courses to the Customer
Account by using the functionality available in the Customer Account. Customer is under no
obligation to add Marketplace Courses to the Customer Account. Customer acknowledges that
Marketplace Courses are not provided as part of OTSFB or as Subscription Courses, and may be
subject to separate fees in addition to the Subscription Fees.
8. Fees and Payment. Customer will pay Online Tech Study the Subscription Fees
as set forth in the Order Form(s) (whether online or otherwise). All fees shall be paid in US
dollars or INR and are non-refundable. Late payments shall be subject to the greater of 1.5%
interest per month and the maximum permitted by law, and all third-party collection costs.
Customer shall be responsible for any sales, value-added, services, use or similar taxes (other
than taxes on Online Tech Study’s income). Further, Customer shall pay all sums payable by it
under this Agreement free and clear of all deductions or withholdings or rights of counter claim
or set off unless required by law. If a deduction or withholding is so required, and except in
the case of interest payments, Customer shall pay such additional amount as will ensure that the
net amount received and retained by Online Tech Study equals the full amount which it would have
received had the deduction or withholding not been required.
9. Confidentiality. Customer acknowledges that, in the course of activities
under this Agreement, Customer will obtain information relating to Online Tech Study and OTSFB
which is confidential in nature (“Online Tech Study Confidential Information”), including, but
not limited to, OTSFB, and any related features, software, pricing details, and other
information about Online Tech Study and OTSFB’s operation. Online Tech Study acknowledges that
it may obtain Confidential Information relating to Customer, including, but not limited to
Customer Personal Data and Customer Courses (“Customer Confidential Information”) (Online Tech
Study Confidential Information and Customer Confidential Information shall be collectively known
as “Confidential Information”). Customer agrees that any product suggestions sent by Customer
and its Users to Online Tech Study shall not be considered Customer Confidential Information.
During the term of this Agreement, and five years thereafter, and except as necessary to perform
its obligations hereunder or as permitted under the Privacy Statement, each party (“Recipient”)
agrees that it will not disclose Confidential Information of the other party (“Discloser”)
without the prior written consent of Discloser unless such Confidential Information becomes part
of the public domain through no fault of the Recipient, and that it will only use such
Confidential Information for the purposes of this Agreement and in accordance with the Privacy
Statement and applicable law. Each party acknowledges and agrees that due to the unique nature
of the Confidential Information, there can be no adequate remedy at law for any breach of this
section, and the Discloser shall be entitled to seek equitable relief in addition to whatever
remedies it may have at law. Nothing in this Agreement is intended to limit either party from
accessing or making available similar services or courses, including, without limitation,
Customer’s (or Customer’s Users’ or employees’) use of another online education site, or Online
Tech Study from offering Users the opportunity to enroll in courses other than the courses
available on the Customer Account. In the event that Online Tech Study processes Customer
Personal Data of individuals in the Indian Economic Area, the parties will execute Online Tech
Study’s Data Processing Addendum to govern such processing.
10. Term/Termination. The Agreement will commence as of the Effective Date and
will continue until all Order Forms hereunder have expired or have been terminated. The initial
term of each subscription shall be as specified in the applicable Order Form (the “Initial
Term”). Except as otherwise specified in an applicable Order Form, and with the exception of
Customers on the Online Tech Study For Business Team plan that have disabled auto-renewal on
their Customer Accounts, subscriptions will renew automatically for additional terms of one (1)
year until terminated by at least thirty (30) days’ notice prior to the end of the then-current
term. Either party may terminate the Agreement upon thirty (30) days’ notice for a material
breach unless such breach is cured during such thirty (30) day notice period. Upon termination
for any reason, Customer will cease to use the Customer Account, OTSFB and any Subscription
Courses or Marketplace Courses, and each party will cease to use the other’s Confidential
Information. Sections 5-17 of this Agreement, as well as any accrued rights to payment, will
survive any expiration or termination.
11. WARRANTY DISCLAIMER. ONLINE TECH STUDY PROVIDES OTSFB, THE COURSES, AND
OTHER MATERIALS HEREUNDER “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY.
12. Limitation of Remedies and Damages. NEITHER PARTY SHALL BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR
INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR
ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS
OF REVENUES AND LOSS OF PROFITS, OR (C) ANY LIABILITY HEREUNDER IN EXCESS OF THE SUBSCRIPTION
FEES PAID OR PAYABLE BY CUSTOMER TO ONLINE TECH STUDY IN THE TWELVE (12) MONTHS PRIOR TO THE
DATE A CLAIM AROSE. THE FOREGOING LIMITS SHALL NOT APPLY TO CLAIMS ARISING FROM CUSTOMER’S
BREACH OF SECTION 5.1(a)-(e), OR UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
FURTHERMORE, EACH PARTY’S LIABILITY ARISING FROM BREACH OF ITS CONFIDENTIALITY OBLIGATIONS
HEREUNDER SHALL BE LIMITED TO THREE (3) TIMES THE AMOUNT OF SUBSCRIPTION FEES PAID OR PAYABLE BY
CUSTOMER TO ONLINE TECH STUDY IN THE TWELVE (12) MONTHS PRIOR TO THE DATE A CLAIM AROSE.
CUSTOMER’S LIABILITY ARISING FROM ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE
LIMITED.
13. Indemnification.
13.1 For the purposes of this section, all materials that a party provides to the other or
otherwise makes available pursuant to this Agreement shall be that party’s “Content.” OTSFB and
the Site shall be “Online Tech Study’s Content.” The content Customer enters into the Customer
Account (including Customer’s chosen URL identifier for the Customer Account), Customer Courses
and Customer Personal Data shall be “Customer Content.” Content created by third parties shall
not be either party’s Content. Customer agrees to defend and indemnify Online Tech Study for any
and all third party claims, allegations, infringements, investigations, losses, damages and fees
(including court costs and all attorneys’ fees), without the right of apportionment arising from
or relating in any way to (i) a breach by Customer of the restrictions in Section 5.1(e)-(g) of
this Agreement, or (ii) infringement of any intellectual property rights of a third party by the
Customer Content. Online Tech Study agrees to defend and indemnify Customer for any and all
third party claims, allegations, infringements, investigations, losses, damages and fees
(including court costs and all attorneys’ fee arising from or relating in any way to: (i)
infringement of any intellectual property rights of a third party by Online Tech Study’s
Content; or (ii) the Subscription Courses or Marketplace Courses in the event that Online Tech
Study fails to remove access to such Subscription Courses or Marketplace Courses promptly after
receiving notification that such materials may infringe third party rights or contain harmful or
inaccurate information in accordance with applicable laws. In the event that OTSFB becomes
subject to a third-party intellectual property claim or Online Tech Study believes it will
become subject to such a claim, Online Tech Study may elect to (i) defend or settle the claim;
(ii) procure the right for Customer to continue to use OTSFB without material reduction in
functionality; (iii) modify OTSFB to preclude the claim; or (iv) terminate this Agreement and
refund pro rata for the remainder of the then-current term any prepaid fees.
13.2 No duty provided under this Section 13 will apply unless and until an indemnified party (a)
promptly tenders a claim for indemnification; (b) allows the indemnifying party sole control of
the defense or settlement of the underlying claim; and (c) reasonably assists with any defense
or settlement of the underlying claim at the indemnifying party’s request and expense. THE
PROVISIONS OF THIS SECTION 13 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF ONLINE TECH
STUDY TO CUSTOMER WITH RESPECT TO A CLAIM THAT ONLINE TECH STUDY’S CONTENT INFRINGES THE
INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
14. Export Compliance. The Site, OTSFB, OTSFB Administrator Tools, Insights, and
any other Online Tech Study technology, and derivatives thereof may be subject to export laws
and regulations of the India and other jurisdictions. Customer represents that neither it nor
any of its Users are named on any Indian government denied-party list. Customer shall not permit
any User to access or use any Site, OTSFB, OTSFB Administrator Tools, and any other Online Tech
Study technology.
15. Anti-Corruption. Customer has not received or been offered any illegal or
improper bribe, kickback, payment, gift, or thing of value from a Online Tech Study employee or
agent in connection with this Agreement. Reasonable gifts and entertainment provided in the
ordinary course of business do not violate the above restriction. If Customer learns of any
violation of the above restriction, it shall use reasonable efforts to promptly notify Online
Tech Study’s Legal Department at legal@onlinetechstudy.com.
16. Publicity. Online Tech Study may include Customer in a list of customers and
identify that Customer is a user of OTSFB, post Customer’s name and logo on its website, and,
with Customer’s consent, in promotional materials, subject to Customer’s usage standards.
17. Miscellaneous. This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter hereof, and any and all written or oral agreements
previously existing between the parties are expressly cancelled. This Agreement, or any part
thereof, may be modified by Online Tech Study, including the additional or removal of terms at
any time, and such modifications, additions or deletions will be effective immediately upon
posting. Customer or its Users continued use of OTSFB will be deemed to constitute acceptance by
Customer of such modifications, additions, or deletions. This Agreement and any mutually
executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or
other documentation that Customer provides, and all such terms and conditions are null and void
and superseded by this Agreement and any mutually executed Order Forms. The parties are
independent contractors. This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary or employment relationship between the parties. No failure or delay by either
party in exercising any right under this Agreement shall constitute a waiver of that right. If
any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision shall be deemed null and void, and the remaining provisions of this Agreement
shall remain in effect. Neither the rights nor the obligations arising under this Agreement are
assignable or transferable by either party without consent, except in connection with an
acquisition of that party, or merger or other change of control transaction. A party shall not
be held liable for failure of, or delay in, performing its obligations under this Agreement if
such failure or delay is the result of an act of God, such as due to a natural disaster, in the
case of war breaking out, action of foreign enemies, terrorist activities, labor dispute or
strike, government sanction, blockage, embargo, or failure of electrical service. This Agreement
shall be governed by the laws of India without regard to its conflicts of laws provisions and
any legal claim, suit, action or proceeding arising out of this Agreement or the matters
contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise,
shall likewise be governed by the internal laws of the India without giving effect to any choice
or conflict of law provision or rule and shall be instituted exclusively in the courts of the
India in each case located in the City and State of India, and each party irrevocably submits to
the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any
objection based on improper venue or forum non conveniens. EACH PARTY RECOGNIZES THAT THE
DISCLAIMERS, LIABILITY LIMITS AND REMEDIES SET FORTH HEREIN ARE MATERIAL, BARGAINED FOR BASES
FOR EACH PARTY’S DECISION TO ENTER INTO THIS AGREEMENT.