cohort — The Architectural School ERP

END USER LICENSE AGREEMENT AND TERMS OF SERVICE

Effective Date: 16 July 2026
Last Updated: 16 July 2026

This End User License Agreement and Terms of Service ("Agreement") constitutes a legally binding contract between you ("User," "Staff Member," "Administrator," "Student," "Parent/Guardian," or "Applicant," as applicable) and Grid Cohort ("Company," "we," "our," or "us"), a company incorporated under the laws of India, governing your access to and use of the Cohort Educational ERP Suite, which includes the Cohort Workspace, Cohort Student & Parent, and Cohort SaaS applications, together with all associated web portals including but not limited to public admissions portals, careers portals, and the Cohort Workspace web panel (collectively, the "Software" or "Platform").

By accessing, installing, or using the Software in any manner, you acknowledge that you have read, understood, and irrevocably agree to be bound by this Agreement in its entirety. If you do not agree to these terms, you must immediately cease all use of the Software.

This Agreement constitutes an electronic record within the meaning of the Information Technology Act, 2000 (as amended) ("IT Act") and the rules framed thereunder, including the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 ("Intermediary Guidelines"), and does not require any physical or digital signature for its enforceability. This Agreement is published in accordance with the provisions of Rule 3(1)(a) of the Intermediary Guidelines, requiring publication of rules and regulations, privacy policy, and user agreement for access or usage of the Platform.


1. DEFINITIONS AND INTERPRETATION

1.1. "Tenant" refers to the educational institution, school, college, or organisation that has subscribed to the Platform and provisioned access to its Users.
1.2. "Campus" refers to a specific operational site or branch of a Tenant within the Platform.
1.3. "Tenant Database" refers to the isolated, provisioned database instance allocated exclusively to a specific Tenant upon onboarding, hosted within the Grid Cohort infrastructure.
1.4. "Central Database" refers to Grid Cohort's proprietary routing and orchestration database used to resolve, authenticate, and connect Users to the appropriate Tenant Database.
1.5. "Data Principal" has the meaning ascribed to it under the Digital Personal Data Protection Act, 2023 ("DPDP Act").
1.6. "Data Fiduciary" has the meaning ascribed to it under the DPDP Act.
1.7. "Data Processor" has the meaning ascribed to it under the DPDP Act.
1.8. "Personal Data" has the meaning ascribed to it under the DPDP Act, and includes any data about an individual who is identifiable by or in relation to such data.
1.9. "Academic Year" refers to the institution-defined calendar period governing all academic, administrative, and financial records within the Platform.
1.10. "Audit Log" refers to the immutable, system-generated record of all significant interactions within the Platform.
1.11. "Intermediary" has the meaning ascribed to it under Section 2(1)(w) of the IT Act.
1.12. "User-Generated Content" or "UGC" refers to any content, data, information, media, or material uploaded, published, transmitted, or otherwise made available by a Tenant or User through the Platform, including but not limited to institutional website content, announcements, and documents.
1.13. "Applicant" refers to any individual who submits a student admission application or career/employment application through a Tenant's public-facing portal hosted on the Platform.
1.14. "Subscription" refers to the commercial arrangement between a Tenant and Grid Cohort for access to the Platform, governed by the applicable subscription plan, billing cycle, and payment mandate.


2. SCOPE OF LICENSE AND ACCESS

2.1. Subject to your continuous compliance with this Agreement, Grid Cohort grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software strictly for institutional, educational, and administrative purposes as authorised by your Tenant.
2.2. Access to the Software is strictly scoped to your specific authorised role as determined by the Tenant and enforced through Page-wise Permission Controls and Row Level Security ("RLS") mechanisms. You shall not, and shall not attempt to:
   (a) bypass, circumvent, disable, or otherwise interfere with any RLS constraints, permission controls, or security-related features of the Software;
   (b) access, query, or retrieve data belonging to any other Tenant, Campus, or User for which you are not expressly authorised;
   (c) reverse-engineer, decompile, disassemble, or create derivative works based upon the Software;
   (d) use automated scripts, bots, crawlers, or other mechanical means to access the Software without prior written authorisation from Grid Cohort.
2.3. Any violation of the foregoing restrictions shall constitute a material breach of this Agreement and may result in immediate termination of access, without prejudice to Grid Cohort's right to pursue all available legal remedies.
2.4. The Software is made available strictly for lawful institutional use. Grid Cohort expressly reserves the right to modify, suspend, restrict, or discontinue any feature or the entirety of the Software at any time and without liability.


3. PLATFORM AS INTERMEDIARY — STATUTORY IMMUNITY

3.1. Grid Cohort operates the Platform as an "Intermediary" within the meaning of Section 2(1)(w) of the Information Technology Act, 2000. Grid Cohort merely provides a technology infrastructure and does not initiate, select, modify, or exercise editorial control over the data, content, or information transmitted, stored, or processed by Tenants or Users through the Platform.

3.2. In accordance with Section 79 of the IT Act and the Intermediary Guidelines, Grid Cohort shall not be liable for any third-party information, data, content, or communication made available through the Platform, provided that Grid Cohort:
   (a) does not initiate the transmission;
   (b) does not select the receiver of the transmission; and
   (c) does not select or modify the information contained in the transmission.

3.3. Grid Cohort's liability in respect of any third-party content or actions is further limited by the provisions of Section 79(3) of the IT Act and the Intermediary Guidelines, to the extent applicable.

3.4. Nothing in this clause shall be construed to impose any obligation on Grid Cohort to monitor, review, or filter any content, data, or User-Generated Content transmitted through the Platform.


4. USER OBLIGATIONS AND ACCOUNTABILITY

4.1. Authentication and Credential Security: You are solely and exclusively responsible for maintaining the strict confidentiality and security of your authentication credentials (including, without limitation, passwords, access tokens, and session identifiers). Grid Cohort expressly disclaims any and all liability whatsoever for unauthorised access, data exposure, or loss arising directly or indirectly from your failure to safeguard such credentials. The use of any feature of the Platform through your account shall be deemed to be your act, irrespective of whether such use was authorised by you.

4.2. Accurate Information: You warrant and represent that all information provided by you during registration and use of the Software is true, accurate, current, and complete. You agree to promptly update any such information as and when it changes. Grid Cohort makes no representation as to the accuracy, completeness, or currency of any information entered by Users or Tenants, and shall not be held liable for any consequences arising from inaccurate or incomplete data.

4.3. Audit Logging and Digital Evidence: All actions, operations, and interactions performed by you within the Software are permanently and indelibly recorded in immutable Audit Logs. You acknowledge and agree that:
   (a) such Audit Logs shall constitute electronic records and be admissible as documentary evidence under Section 65B of the Indian Evidence Act, 1872 (as amended);
   (b) Audit Logs may be furnished to law enforcement authorities, regulatory bodies, or courts of competent jurisdiction upon lawful request;
   (c) you shall not attempt to modify, delete, tamper with, or falsify any Audit Log entry, and any such attempt shall constitute a criminal offence under the IT Act.

4.4. Lawful Use: You agree to use the Software only for lawful purposes and in compliance with all applicable laws, rules, regulations, and the policies of your Tenant. You shall not use the Platform to:
   (a) transmit, publish, or store any information that is unlawful, harmful, defamatory, obscene, or violates any third-party rights;
   (b) engage in any activity that disrupts or interferes with the integrity or performance of the Software;
   (c) attempt to gain unauthorised access to any system, network, or database associated with the Software.


5. INTELLECTUAL PROPERTY

5.1. All right, title, and interest in and to the Software, including but not limited to its source code, object code, documentation, user interface designs, algorithms, database schemas, and all associated intellectual property rights (including, without limitation, patents, copyrights, trademarks, trade secrets, and know-how), are and shall remain the exclusive property of Grid Cohort.
5.2. This Agreement does not grant you any ownership interest in the Software, nor any right to use Grid Cohort's trade names, trademarks, service marks, or logos without prior written consent.
5.3. Any feedback, suggestions, or recommendations provided by you regarding the Software ("Feedback") shall be deemed non-confidential, and Grid Cohort shall be free to use, reproduce, modify, and commercialise such Feedback without restriction or obligation of any kind.
5.4. Tenant Data Ownership: Notwithstanding the foregoing, all institutional data, student records, financial records, and other content entered by a Tenant into the Platform ("Tenant Data") remains the intellectual property of the Tenant. Grid Cohort claims no ownership over Tenant Data and processes it solely in its capacity as a Data Processor on the instructions of the Tenant as Data Fiduciary.


6. DECENTRALISED DATABASE ARCHITECTURE AND DATA ISOLATION

6.1. Architecture Disclosure: The Platform operates on a decentralised, multi-tenant database architecture. Upon onboarding, each Tenant is provisioned with a dedicated, logically isolated Tenant Database. Grid Cohort additionally operates a Central Database that facilitates authentication, routing, and connection resolution to the appropriate Tenant Database.

6.2. Data Isolation: Tenant Databases are strictly isolated from one another. No Tenant can access, view, or infer the data of any other Tenant through the Platform. The RLS policies and permission controls enforced within each Tenant Database are configured based on the Tenant's own institutional setup.

6.3. Grid Cohort's Liability for Tenant Databases: Grid Cohort provides, maintains, and operates the infrastructure for Tenant Databases on behalf of Tenants in its capacity as a Data Processor. However:
   (a) Grid Cohort shall not be liable for any data loss, corruption, or unavailability arising from misconfiguration, misuse, or administrative errors committed within a Tenant Database by the Tenant or its authorised Users;
   (b) Grid Cohort's responsibility in respect of a Tenant Database is limited to maintaining the infrastructure and ensuring reasonable data isolation between Tenants;
   (c) The Tenant, as Data Fiduciary, bears primary responsibility for the lawfulness, accuracy, and completeness of data entered into and managed within its Tenant Database.

6.4. Central Database: Grid Cohort's Central Database stores only the information necessary for tenant resolution, authentication routing, and subscription management. This includes Tenant identifiers, connection metadata, and subscription status. Grid Cohort implements commercially reasonable security measures to protect the Central Database, but expressly disclaims any liability for disruptions or failures of the Central Database to the maximum extent permitted by law.

6.5. Migration and Schema Updates: Grid Cohort may, from time to time, apply database schema migrations to Tenant Databases in order to introduce new features, apply security patches, or ensure compliance. Such migrations are applied with commercially reasonable care, but Grid Cohort shall not be liable for any temporary disruption or data inconsistency arising from the application of such migrations.


7. TENANT SUBSCRIPTION AND BILLING

7.1. Subscription Basis: Access to the Platform by a Tenant is contingent upon the Tenant maintaining an active and current Subscription. The terms of the Subscription, including the applicable plan, pricing, billing cycle, and payment mandate, are as agreed between the Tenant and Grid Cohort at the time of onboarding or as subsequently amended.

7.2. Payment Processing: All subscription payments are processed through Razorpay Payments Private Limited ("Razorpay"), a third-party payment service provider regulated by the Reserve Bank of India ("RBI"). Grid Cohort is not a payment aggregator and is not responsible for:
   (a) the availability, performance, or accuracy of Razorpay's payment processing infrastructure;
   (b) any failed transactions, payment gateway errors, or processing delays attributable to Razorpay or the Tenant's banking institution;
   (c) any disputes, chargebacks, or claims arising between the Tenant and Razorpay or the Tenant's bank.
   Tenants shall direct all payment-related disputes or queries to Razorpay and their respective banking institutions.

7.3. Auto-Debit Mandates: Where a Tenant has authorised an auto-debit subscription mandate through Razorpay, the Tenant acknowledges and agrees that:
   (a) Grid Cohort may instruct Razorpay to initiate periodic debits in accordance with the applicable subscription plan;
   (b) failure of a mandate debit due to insufficient funds or mandate revocation shall result in immediate suspension of the Tenant's access to the Platform;
   (c) Grid Cohort shall not be liable for any institutional disruption caused by such suspension arising from the Tenant's failure to maintain adequate funds or an active mandate.

7.4. Overdue Payments: In the event of overdue subscription payments, Grid Cohort reserves the right to:
   (a) restrict or suspend the Tenant's access to the Platform, including read-access to historical records;
   (b) add late payment charges as specified in the applicable subscription plan;
   (c) terminate the Subscription and initiate the offboarding process as described in Section 15.

7.5. No Refunds: Subscription fees paid to Grid Cohort are non-refundable except as required by applicable law or as expressly stated in the Tenant's subscription plan. Grid Cohort shall not issue refunds for partial billing periods, periods during which access was suspended due to the Tenant's breach of this Agreement, or periods of downtime attributable to third-party infrastructure providers.

7.6. Pricing Changes: Grid Cohort reserves the right to modify the subscription pricing and plan structure at any time. Tenants shall be notified of pricing changes at least thirty (30) days prior to the effective date of such changes. Continued use of the Platform after the effective date of a pricing change constitutes the Tenant's acceptance of the revised pricing.


8. LOCATION, CAMERA AND DEVICE SERVICES

8.1. Location Services (GPS): Certain features of the Platform, specifically the school transport tracking and route chaperone functionality available through the Cohort Workspace application ("Transport Features"), utilise the device's GPS and background location services. By enabling Transport Features:
   (a) you expressly consent to the collection and transmission of your device's GPS coordinates, including continuous background location data during an active school transport trip;
   (b) location data is transmitted to the Tenant Database for the sole purpose of enabling parents to track school bus proximity and for institutional transport logging;
   (c) Grid Cohort does not retain raw GPS coordinate data beyond the operational purpose of the active trip and the transport audit log;
   (d) Grid Cohort expressly disclaims any liability for road accidents, student safety incidents, transport delays, route deviations, or any physical harm arising in connection with or during school transport operations. The Transport Features are informational tools only and do not constitute a safety service or guarantee of student safety.

8.2. No Behavioural Profiling via Location: Location data collected through Transport Features shall not be used for behavioural profiling, commercial targeting, or any purpose other than institutional transport management and parent notification, in compliance with Section 4.3 of the DPDP Act, 2023.

8.3. Camera Access: Certain features of the Platform, specifically the QR code scanning functionality at bus boarding and alighting points, require access to your device's camera. By enabling camera access:
   (a) you consent to the use of your device's camera for the sole purpose of scanning student identification QR codes;
   (b) no camera images or video frames captured during QR scanning are retained, transmitted, or stored by the Platform;
   (c) Grid Cohort expressly disclaims any liability for any harm, damage, or privacy violation arising from the use of camera access beyond the Platform's stated purpose.

8.4. Device Permissions: You acknowledge that certain features of the Platform require specific device permissions (including, without limitation, location, camera, microphone, and notification permissions) to function. Granting or denying such permissions is entirely within your control. Grid Cohort shall not be liable for reduced functionality or service disruption arising from your decision to deny any required permission.


9. COMMUNICATION SERVICES — AUDIO CALLS

9.1. WebRTC Audio Calls: The Platform facilitates peer-to-peer audio communication between parents and school staff through a WebRTC-based calling feature ("Call Services"). By using Call Services:
   (a) you acknowledge that audio calls are established directly between the calling and receiving parties via a peer-to-peer WebRTC connection and are NOT recorded, intercepted, stored, or accessible by Grid Cohort;
   (b) Grid Cohort provides only the signalling infrastructure (via Supabase Realtime) necessary to establish the connection and does not participate in, monitor, or have access to the content of any audio call;
   (c) Grid Cohort expressly disclaims any liability for the content of any communication conducted through Call Services, including any defamatory, harassing, or otherwise unlawful communications;
   (d) Grid Cohort shall not be liable for call quality, dropped calls, connection failures, or any interruption to Call Services attributable to network conditions, device limitations, or third-party infrastructure.

9.2. Microphone Access: Use of Call Services requires access to your device's microphone. You consent to microphone access solely for the purpose of audio calls initiated through the Platform. Grid Cohort does not access your microphone outside of an active call session initiated by you.

9.3. No Guarantee of Call Quality: Grid Cohort makes no representation or warranty regarding the quality, reliability, or availability of Call Services. Call Services are provided on a best-effort basis and are subject to network conditions, device capabilities, and third-party infrastructure availability.


10. PAYMENT PROCESSING — RAZORPAY

10.1. Third-Party Payment Processor: All financial transactions facilitated through the Platform, including student fee collection and subscription billing, are processed by Razorpay Payments Private Limited, a company incorporated in India and regulated by the Reserve Bank of India. Grid Cohort integrates Razorpay solely as a technology conduit and is not a party to the payment transaction between the payer and the payee.

10.2. No Liability for Payment Failures: Grid Cohort shall not be held liable for:
   (a) failed, delayed, or erroneous payment transactions;
   (b) double charges, incorrect deductions, or payment reversals initiated by Razorpay or banking institutions;
   (c) any loss, financial harm, or institutional disruption arising from Razorpay's payment gateway being unavailable or malfunctioning;
   (d) any non-compliance by Razorpay with applicable RBI regulations or payment industry standards.

10.3. Razorpay's Terms: Your use of Razorpay's payment services through the Platform is additionally governed by Razorpay's own Terms of Service and Privacy Policy, available at razorpay.com. Grid Cohort has no control over and accepts no liability for Razorpay's terms, policies, or practices.

10.4. Financial Data Accuracy: While the Platform stores financial records including fee structures, payment records, and transaction identifiers provided by Razorpay, Grid Cohort makes no warranty as to the accuracy, completeness, or reconciliation of such records. Tenants are solely responsible for verifying and reconciling financial records independently.


11. WEBSITE BUILDER AND USER-GENERATED CONTENT

11.1. Website Builder Feature: The Platform provides certain Tenants with the ability to create and publish institutional web content through an integrated website builder feature ("Website Builder"). Tenants may use this feature to publish information about their institution on a publicly accessible web portal hosted on Grid Cohort's infrastructure.

11.2. Tenant Responsibility for Content: The Tenant is solely and exclusively responsible for all User-Generated Content published through the Website Builder, including but not limited to text, images, contact information, and institutional descriptions. Grid Cohort:
   (a) exercises no editorial control over and makes no representation as to the accuracy, legality, or appropriateness of any UGC;
   (b) shall not be liable for any claim, demand, damage, or liability arising from the publication of any UGC by a Tenant, including claims of defamation, copyright infringement, or misrepresentation;
   (c) reserves the right to remove any UGC without notice if it reasonably determines that such content violates applicable law, third-party rights, or this Agreement.

11.3. Intermediary Shield: Grid Cohort's liability for UGC published by Tenants through the Website Builder is limited by Section 79 of the IT Act and the Intermediary Guidelines. Grid Cohort acts solely as a conduit and hosting provider and does not endorse or adopt any UGC as its own.

11.4. Indemnification for UGC: The Tenant shall fully indemnify Grid Cohort against all claims, damages, costs, and expenses (including legal fees) arising from any UGC published by the Tenant through the Website Builder.


12. PUBLIC APPLICATION PORTALS — ADMISSIONS AND CAREERS

12.1. Public-Facing Portals: Certain Tenants operate public-facing admissions and careers portals through the Platform, through which third-party Applicants (prospective students and job applicants) may submit personal information and documents.

12.2. Grid Cohort as Processor: With respect to personal data submitted by Applicants through public portals, Grid Cohort acts exclusively as a Data Processor processing such data on behalf of the Tenant (Data Fiduciary). Grid Cohort processes Applicant data strictly in accordance with the Tenant's instructions and solely for the purpose of facilitating the Tenant's admissions or recruitment process.

12.3. Tenant's Obligations: The Tenant, as Data Fiduciary, is solely and exclusively responsible for:
   (a) obtaining valid, informed consent from Applicants prior to collecting their personal data through the public portal;
   (b) providing Applicants with a clear and compliant privacy notice at the point of data collection;
   (c) ensuring that all Applicant data collected through the Platform is processed in compliance with the DPDP Act, 2023, and all applicable data protection laws;
   (d) responding to data subject rights requests submitted by Applicants;
   (e) retaining Applicant data only for such period as is necessary and lawful.

12.4. No Admission or Employment Guarantee: Grid Cohort makes no representation or warranty regarding the processing, evaluation, or outcome of any admission application or career application submitted through the Platform. Admission and recruitment decisions are made exclusively by the Tenant, and Grid Cohort bears no liability whatsoever for the outcome of any application.

12.5. Grid Cohort's Indemnification: The Tenant shall fully indemnify Grid Cohort against all claims, penalties, and liabilities arising from the Tenant's failure to comply with its obligations under this Section 12.


13. ACADEMIC AND INSTITUTIONAL DECISIONS DISCLAIMER

13.1. No Professional Advice: The Platform is a data management and administrative tool. Nothing within the Platform constitutes academic advice, financial advice, legal advice, medical advice, or any other form of professional advice. Grid Cohort expressly disclaims any liability for decisions made by Tenants, Users, students, or parents on the basis of information displayed within the Platform.

13.2. Data Accuracy: Grid Cohort makes no warranty as to the accuracy, correctness, timeliness, or completeness of any data entered into the Platform by Tenants or Users, including but not limited to:
   (a) student grades, marks, assessments, and academic records;
   (b) attendance records and leave records;
   (c) fee structures, payment records, and financial statements;
   (d) timetables, subject allocations, and scheduling data.

13.3. Institutional Decisions: All institutional decisions made by the Tenant — including but not limited to student promotions, detentions, disciplinary actions, fee recovery actions, scholarship awards, and employment decisions — are the sole responsibility of the Tenant. Grid Cohort shall not be liable for any harm, financial loss, reputational damage, or legal claim arising from any such institutional decision, whether or not such decision was made in reliance on data stored or displayed within the Platform.

13.4. Timetable and Scheduling Conflicts: The timetable and scheduling features of the Platform are provided as administrative aids. Grid Cohort does not guarantee that the Platform will detect or prevent all scheduling conflicts, teacher allocation overlaps, or classroom assignment errors. Tenants are solely responsible for verifying the accuracy of all schedules generated through the Platform.


14. SERVICE AVAILABILITY — NO SERVICE LEVEL AGREEMENT

14.1. No Uptime Guarantee: Grid Cohort does not guarantee any specific level of availability, uptime, or uninterrupted access to the Platform. The Platform is provided on an "as-available" basis, subject to scheduled and unscheduled maintenance, third-party infrastructure availability, and force majeure events.

14.2. No SLA: Unless Grid Cohort has entered into a separate, written Service Level Agreement with the Tenant that specifically provides for uptime commitments, no such commitments exist. The standard commercial subscription does not include any service level agreement or uptime guarantee.

14.3. Scheduled Maintenance: Grid Cohort may take the Platform offline for maintenance, upgrades, or security patching at any time. Grid Cohort will make reasonable efforts to provide advance notice of scheduled maintenance where practicable, but shall not be obligated to do so.

14.4. No Liability for Downtime: Grid Cohort shall not be liable for any institutional disruption, financial loss, reputational damage, data loss, or consequential harm arising from any period of downtime, reduced performance, or inaccessibility of the Platform, howsoever caused.

14.5. Third-Party Infrastructure Dependency: The Platform is dependent on third-party cloud infrastructure provided by Amazon Web Services, Inc. ("AWS") and database infrastructure provided by Supabase, Inc. Grid Cohort expressly disclaims any liability for disruptions, outages, or data loss attributable to failures, incidents, or policy changes by AWS, Supabase, or any other third-party infrastructure provider.


15. TENANT OFFBOARDING AND DATA EXPORT

15.1. Subscription Termination: Upon termination of a Tenant's Subscription — whether due to non-payment, voluntary cancellation, or termination by Grid Cohort under Section 19 of this Agreement — the Tenant's access to the Platform, including access to its Tenant Database, shall be suspended.

15.2. Data Export Window: Following suspension of access, the Tenant shall have a period of thirty (30) days (the "Data Export Window") within which to request an export of its Tenant Data. Grid Cohort will make commercially reasonable efforts to provide the Tenant with an export of its data in a standard machine-readable format (such as CSV or JSON) upon written request submitted to grievance@gridcohort.com within the Data Export Window.

15.3. Data Deletion: Upon expiry of the Data Export Window, Grid Cohort reserves the right to permanently delete the Tenant's provisioned database and all associated Tenant Data. Grid Cohort shall not be liable for any data loss arising from the Tenant's failure to request a data export within the Data Export Window.

15.4. Statutory Retention: Notwithstanding Section 15.3, Audit Logs and any data required to be retained under applicable law (including immutable audit trails required under the IT Act, 2000) shall be retained by Grid Cohort for the minimum period required by law, even after the Tenant's Subscription has been terminated.

15.5. No Obligation to Migrate: Grid Cohort is under no obligation to migrate Tenant Data to any third-party system or provide data in any format other than a standard export format at Grid Cohort's discretion.

15.6. Outstanding Amounts: Grid Cohort reserves the right to withhold data export pending payment of all outstanding subscription amounts, fees, penalties, and charges owed by the Tenant.


16. ACADEMIC YEAR ROLLOVER

16.1. Rollover Process: The Platform includes an academic year rollover feature that enables Tenants to transition institutional records from one Academic Year to the next. The rollover process is executed on the instructions of and at the direction of the Tenant.

16.2. Tenant's Responsibility: The Tenant is solely responsible for:
   (a) initiating and configuring the rollover process correctly within the Platform;
   (b) verifying the accuracy and completeness of all records both before and after the rollover;
   (c) ensuring that all required data is correctly classified, archived, or migrated as part of the rollover.

16.3. Grid Cohort's Disclaimer: Grid Cohort makes no warranty that the rollover process will be free from errors, data inconsistencies, or omissions. Grid Cohort shall not be liable for any academic, financial, or operational harm arising from:
   (a) errors, misconfigurations, or incomplete execution of the rollover process;
   (b) data records being incorrectly classified or migrated during rollover;
   (c) the Tenant's failure to review and verify rollover output before continuing institutional operations in the new Academic Year.


17. THIRD-PARTY SOFTWARE AND OPEN SOURCE COMPONENTS

17.1. The Software is built upon and incorporates various third-party software components, open-source libraries, and frameworks, including but not limited to React Native, Expo, Supabase client libraries, and other open-source packages. These components are used under their respective open-source licenses.

17.2. Grid Cohort makes no warranty, express or implied, with respect to any third-party software component or open-source library incorporated within the Software. Grid Cohort shall not be liable for any defect, vulnerability, security breach, or malfunction arising from or attributable to any third-party software component.

17.3. Nothing in this Agreement shall be construed to grant you any rights in or to any third-party software components beyond those granted under their respective open-source or proprietary licenses.


18. APP STORE AND PLATFORM TERMS

18.1. The mobile application components of the Software are distributed through the Apple App Store and Google Play Store (collectively, "App Store Platforms"). Your download, installation, and use of the mobile applications is additionally subject to the Terms of Service of the respective App Store Platform through which you obtained the application.

18.2. Grid Cohort is not responsible for and accepts no liability in connection with any App Store Platform's terms, policies, practices, or actions, including but not limited to removal of the application from an App Store Platform or changes to App Store Platform policies that affect the availability or functionality of the Software.

18.3. In the event of any conflict between this Agreement and the terms of an App Store Platform, this Agreement shall govern to the maximum extent permitted by the App Store Platform's terms.


19. INDEMNIFICATION

19.1. General User Indemnity: You agree to fully indemnify, defend, and hold harmless Grid Cohort, its directors, officers, employees, contractors, agents, affiliates, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, suits, proceedings, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and court costs) arising out of or in connection with:
   (a) your use of, or inability to use, the Software;
   (b) your violation of any provision of this Agreement;
   (c) your violation of any applicable law, regulation, or third-party right, including without limitation any intellectual property, privacy, or data protection right;
   (d) any act or omission of the Tenant in respect of obtaining, verifying, or documenting User or Applicant consent;
   (e) any claim that your data, content, or actions caused damage to a third party;
   (f) any User-Generated Content published through the Platform by you or your Tenant;
   (g) any institutional decision made by the Tenant in reliance on data stored or displayed within the Platform;
   (h) any failure of the Tenant to comply with its obligations as Data Fiduciary under the DPDP Act, 2023, or any other applicable data protection law.

19.2. Absolute Tenant Indemnity: The Tenant agrees to absolutely and unconditionally indemnify the Indemnified Parties against all claims, penalties, fines, and liabilities imposed by any regulatory authority (including the Data Protection Board of India) arising from:
   (a) the Tenant's failure to obtain lawful, verifiable parental or guardian consent for the processing of Children's personal data;
   (b) any data breach, unauthorised access, or data loss attributable to the Tenant's or its Users' negligence or misconduct;
   (c) the Tenant's failure to maintain adequate access controls or to deactivate accounts of former employees or staff;
   (d) any misuse of the Platform by the Tenant's Users.

19.3. Survival: This indemnification obligation shall survive the termination or expiry of this Agreement.


20. DISCLAIMER OF WARRANTIES

20.1. THE SOFTWARE IS PROVIDED ON A STRICTLY "AS-IS," "AS-AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

20.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRID COHORT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
   (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
   (b) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
   (c) ANY WARRANTY THAT THE SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS;
   (d) ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR CURRENCY OF ANY DATA, INFORMATION, OR CONTENT ENTERED INTO OR GENERATED BY THE SOFTWARE;
   (e) ANY WARRANTY AS TO THE FITNESS OF THE SOFTWARE FOR USE IN CONNECTION WITH ANY STATUTORY, REGULATORY, OR EXAMINATION-RELATED COMPLIANCE REQUIREMENTS OF ANY EDUCATIONAL INSTITUTION.

20.3. Grid Cohort does not warrant that the Software will meet your specific requirements, that any errors or defects in the Software will be corrected, or that the Software is free from security vulnerabilities.

20.4. No advice, information, or statement, whether oral or written, obtained by you from Grid Cohort or through the Software shall create any warranty not expressly stated in this Agreement.


21. LIMITATION OF LIABILITY

21.1. ABSOLUTE BAR ON INDIRECT LOSSES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRID COHORT OR ITS INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO:
   (a) LOSS OF PROFITS, REVENUE, OR INCOME;
   (b) LOSS OF GOODWILL OR REPUTATION;
   (c) LOSS OF DATA OR CORRUPTION OF DATA;
   (d) LOSS OF BUSINESS OPPORTUNITIES OR CONTRACTS;
   (e) BUSINESS INTERRUPTION OR OPERATIONAL DISRUPTION;
   (f) HARM TO ACADEMIC OUTCOMES, STUDENT RESULTS, EXAMINATION PERFORMANCE, OR INSTITUTIONAL RANKINGS;
   (g) FINANCIAL LOSS ARISING FROM FEE RECONCILIATION DISPUTES, PAYMENT FAILURES, OR BILLING DISCREPANCIES;
   (h) HARM OR LOSS ARISING FROM TRANSPORT INCIDENTS, ROUTE DEVIATIONS, OR STUDENT SAFETY INCIDENTS;
   (i) ANY OTHER INTANGIBLE LOSSES;
   HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF GRID COHORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2. AGGREGATE CAP: IN ANY EVENT, GRID COHORT'S TOTAL AGGREGATE LIABILITY TO YOU OR YOUR TENANT UNDER THIS AGREEMENT, FOR ALL CLAIMS COMBINED, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE TENANT TO GRID COHORT FOR THE SOFTWARE DURING THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE SPECIFIC EVENT GIVING RISE TO THE CLAIM. WHERE THE TENANT HAS NOT PAID ANY AMOUNT TO GRID COHORT, GRID COHORT'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED INDIAN RUPEES ONE THOUSAND (INR 1,000).

21.3. Essential Basis: The limitations of liability in this Section 21 reflect a fundamental element of the basis of the bargain between you and Grid Cohort. The Software would not be made available without these limitations.


22. DISPUTE RESOLUTION AND CLASS ACTION WAIVER

22.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India, including but not limited to the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and the Indian Contract Act, 1872, without regard to principles of conflict of laws.

22.2. Jurisdiction: Any dispute, claim, or controversy arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Vaniyambadi, Tirupattur District, Tamil Nadu, India. Disputes relating specifically to data residency obligations shall be subject to the exclusive jurisdiction of the courts located in Bengaluru, Karnataka, India, as specified in the Data Residency Notice.

22.3. Arbitration: Without prejudice to Section 22.2, Grid Cohort may elect, at its sole discretion, to refer any dispute arising under this Agreement to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Chennai, Tamil Nadu, India. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties, or, failing such agreement, in accordance with the rules of the Indian Council of Arbitration. The language of arbitration shall be English.

22.4. Class Action Waiver: YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. YOU IRREVOCABLY WAIVE YOUR RIGHT TO PARTICIPATE IN, OR SEEK TO HAVE ANY DISPUTE HEARD AS, A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. This waiver applies to both arbitration and court proceedings.

22.5. Limitation Period: Any claim arising under or in connection with this Agreement must be brought within one (1) year after the cause of action first arises, failing which such claim shall be absolutely and permanently time-barred.


23. MODIFICATION AND TERMINATION

23.1. Grid Cohort reserves the right to modify, amend, or update this Agreement at any time, with or without prior notice. The updated Agreement shall become effective immediately upon publication within the Software. The "Last Updated" date at the top of this Agreement will reflect the date of the most recent revision.
23.2. Your continued use of the Software following any modification shall constitute your binding acceptance of the revised terms. If you do not agree with any modification, your sole remedy is to discontinue use of the Software.
23.3. Grid Cohort may terminate or suspend your access to the Software immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of this Agreement, if the Tenant's Subscription lapses, or if Grid Cohort determines, in its sole discretion, that continued access poses a risk to the security or integrity of the Platform.
23.4. Upon termination, your right to use the Software shall immediately and automatically cease. All provisions of this Agreement that by their nature should survive termination (including, without limitation, Sections 4.3, 5, 6.3, 11.4, 12.5, 13, 15, 19, 20, 21, 22, and this Section 23) shall survive indefinitely.


24. GENERAL PROVISIONS

24.1. Entire Agreement: This Agreement, together with the Privacy Policy and Data Residency Notice, constitutes the entire agreement between you and Grid Cohort with respect to the Software and supersedes all prior or contemporaneous understandings, agreements, negotiations, or representations, whether oral or written.
24.2. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.
24.3. Waiver: The failure of Grid Cohort to exercise or enforce any right or provision of this Agreement on any occasion shall not constitute a waiver of such right or provision on any other occasion. No waiver shall be effective unless made in writing and signed by an authorised representative of Grid Cohort.
24.4. Assignment: You may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of Grid Cohort. Grid Cohort may freely assign or transfer this Agreement without restriction, including in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of Grid Cohort's assets.
24.5. Force Majeure: Grid Cohort shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, government orders or regulations, war, terrorism, civil unrest, cyberattacks, infrastructure failures at cloud service provider level, disruptions to third-party services (including AWS, Supabase, Razorpay, and Expo), or internet service provider outages.
24.6. Notices: All notices under this Agreement shall be deemed duly given when delivered to the email address associated with your account, when published within the Software, or when delivered by registered post to Grid Cohort's registered address.
24.7. Language: This Agreement is executed in the English language. In the event of any conflict between an English version and any translated version of this Agreement, the English version shall prevail.