Master Services Agreement for TradingClass.com
This Master Services Agreement (the “Agreement”) governs the access and use of one or more Services (as outlined in Section 1) purchased from Master Trading Class Private Limited, a company established in Hyderabad, Telangana, India and/or its Affiliate(s) (collectively, “TradingClass.com”). By accepting this agreement or by using the services, the customer acknowledges reading, understanding, and having the authority to enter into this agreement.
- Definitions
– The term “Affiliate” means any individual or an entity or an organization that directly or indirectly controls, is controlled by, or is controlled in the same way as one of the parties to this Agreement.
– “Customer” refers to the party entering into this Agreement and/or an Order Form with TradingClass.com.
– “Fees” denotes the amounts owed by the Customer to TradingClass.com for access to the Services.
– “Order Form” is the document mutually executed by TradingClass.com and the Customer detailing:
– (i) The Service(s) purchased
– (ii) The number of licenses bought
– (iii) Fees payable by the Customer
– (iv) The subscription period
– (v) Billing and payment details
– (vi) Other relevant specifications regarding the purchase.
– “Personal Data” implies any data the Customer submits into the Services relating to an identified or identifiable individual as protected under data protection laws.
– “Services” denote a platform that allows the Customer to access online trading courses (“Courses”) and any related services available for purchase.
– “Subscription Period” is the term agreed upon between the Parties as described in the Order Form.
– “Users” are the employees and contractors that the Customer authorizes to access and use the Services.
2. Provision of the Services
TradingClass.com agrees to offer the Services to the Customer and its Users according to this Agreement’s terms and as mentioned in an Order Form. For specific Services, additional terms may apply, which will be attached to the Customer’s Order Form.
3. Terms of Use
The Customer shall not, nor allow its Users to:
– (i) Use the Services unlawfully or infringing others’ rights
– (ii) Modify, disrupt, copy, distribute or create derivative works from the Services
– (iii) Enter inappropriate content
– (iv) Utilize automated means to access the Services without authorization
– (v) Use the Services to create a competitive product
– (vi) Share login access among various individuals
– (vii) Use the Services for purposes other than training
– (viii) Allow those legally incapable of giving online service consent to use the Services.
The Customer warrants that neither it nor its Users are located in or residents of any country subjected to relevant trade sanctions or embargoes.
4. Violations of Restrictions
If TradingClass.com determines any violations of the Terms of Use by the Customer or its Users, it will notify the Customer. If the Customer does not rectify the violation within ten (10) days, TradingClass.com may terminate or suspend the Services. TradingClass.com may also remove or edit any inappropriate content or activity.
5. Fees
The Customer will pay the Fees as indicated in the Order Form(s). All fees are payable in the currency specified in the Order Form unless otherwise mentioned. Late payments might incur interest or other charges.
6. Taxes
The Fees exclude all federal, state, local, and foreign taxes. The Customer agrees to bear all such taxes arising from this Agreement, excluding any based on TradingClass.com’s income. If tax withholding is required, the Customer will pay the necessary amount and produce a withholding tax certificate.
This Agreement is between the Customer and Master Trading Class Private Limited, with its corporate office at 205, 2nd Floor, Hiline building, Road. No. 12 Banjara hills, Hyderabad, Telangana. – 500034. For any assistance, please reach out to help@tradingclass.com.
7. Confidentiality:
7.1. Definition: Each party recognises that it is possible for it to obtain sensitive information from the other party and acknowledges this possibility. The term “Confidential Information” refers to any business, technical, financial data, or any other information that is disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) and is labelled as confidential or should be reasonably understood to be confidential. Additionally, “Confidential Information” refers to any information that is provided by the Disclosing Party to the Receiving Party.
7.2. Exclusions: Confidential Information doesn’t include information that:
– Was publicly available before the disclosure.
– Becomes publicly available without the Receiving Party’s fault.
– Was already known to the Receiving Party prior to the disclosure.
– Is received from a third party not bound by a confidentiality obligation.
– Is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.
7.3. Obligations: The Receiving Party pledges:
– To refrain from divulging the Confidential Information to any external entity. – To use the Confidential Information only to fulfill its obligations under this Agreement.
– To utilise the Confidential Information solely for the purpose of fulfilling its duties as outlined in this Agreement.
8. Processing of Personal Data:
8.1. Data Handling: Customers acknowledge that TradingClass.com will process Personal Data for storage, pursuant to the agreement, or as initiated by users. If the Customer falls under data privacy regulations, they shall request a data protection agreement from TradingClass.com before providing any Personal Data.
8.2. Customer Responsibility: Customers are solely accountable for the legality and acquisition methods of the Personal Data they provide, ensuring proper notices and consents are in place.
9. Term and Termination:
9.1. Agreement Duration: The Agreement starts on the Effective Date and remains valid until all the related Order Forms are expired or terminated.
9.2. Termination for Breach: Either party can terminate this Agreement if the other commits a significant breach, by providing a 30-day written notice. A pro-rated refund will be provided for services unrendered beyond the termination date, in the event of a breach by TradingClass.com.
10. Trial Subscriptions: Services may be offered as a trial for up to 14 days or as agreed upon. Post the trial, a proper Order Form and fees are necessary for continued service.
11. WARRANTY DISCLAIMER: Except as expressly mentioned, TradingClass.com offers services “AS-IS”, disclaiming all other warranties, explicit or implicit.
12.Limitation of Liabilities:
12.1. Exclusions: Neither party shall be held liable for any indirect or consequential damages arising from this Agreement.
12.2. Cap on Liabilities: Liability arising from a breach of confidentiality shall be limited to three times the fees paid or due in the past year.
13. Indemnification:
13.1. By TradingClass.com: TradingClass.com agrees to defend and indemnify the Customer against claims alleging that the Services infringe third-party intellectual property rights.
13.2. By the Customer: Customers agree to defend and indemnify TradingClass.com against claims resulting from the Customers’ or their Users’ breach of terms of use.
13.3. Indemnification Process: The party seeking indemnification must provide prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation.
14. Anti-Corruption: Neither party has received or been offered any illicit or inappropriate bribe, kickback, payment, gift, or thing of value from any employee or representative of the other party in relation to this Agreement. Ordinary business gifts and entertainment provided in good faith do not breach the aforementioned clause.
15. Publicity: The Customer permits TradingClass.com the privilege to use the Customer’s company name and logo for marketing or promotional endeavors on TradingClass.com’s website and in other related promotional materials.
16. Force Majeure: No party shall be held responsible for any delay in the execution of its duties under this Agreement if such delay is due to circumstances beyond their reasonable control, including, but not restricted to, acts of nature, civil unrest, terrorism, war, labor disturbances, third-party service interruptions, government interventions, or cyber-attacks.
17. Severability: Should any provision of this Agreement be deemed unlawful by a competent jurisdiction, said provision will be null and void, while the remaining clauses of this Agreement will stay intact.
18. Governing Law, Jurisdiction, and Legal Fees: This Agreement, including any disputes stemming from it, will be governed by the laws of India. Both parties consent to the jurisdiction of courts located in Hyderabad, Telangana, India. The prevailing party in any legal disagreement relating to this Agreement shall be entitled to recover all costs associated with the dispute, including reasonable attorney’s fees.
19. Team Plan: “Team Plan” refers to an e-learning platform providing on-demand courses tailored for businesses and their employees, accessible through self-registration. Customers availing the Team Plan must complete an online Order Form. Such Order Forms will renew by default unless terminated by either party through a written notice at least 30 days before the current term’s end, or by turning off the auto-renewal feature.
20. Transactions with Third Parties: Should the Services be procured by a client of an authorized TradingClass.com reseller, the Agreement remains valid, excluding terms linked to price, billing, and payment. In these cases, purchase terms will be as negotiated between the Customer and the Reseller. Sections 2, 3, 4, 8, 11, 12, and 5 of this Agreement will still apply if services are bought from a third-party partner.
21. Entire Agreement: This Agreement signifies the complete consensus between the parties concerning its subject matter, overruling all prior discussions, proposals, and statements. This Agreement, along with any mutually agreed upon Order Forms, will replace any terms present in any other documents provided by the Customer. Any modifications to this Agreement by TradingClass.com, including additions or removals, will become effective immediately upon notification.
Registered Office: Master Trading Class Private Limited, 205, 2nd Floor, Hiline building, Road. No. 12 Banjara hills. Hyderabad, Telangana. – 500034.
For queries: Please reach out to: help@tradingclass.com
This Agreement embodies the entire understanding between the parties, superseding all prior agreements and communications.
This Agreement is effective from 30 August 2023.