The following pages create the terms and conditions of a contract between you and us which covers (a) your use of our website and (b) how we make our learning program available to you.

Contract

The following terms and conditions (the "Terms") apply to our provision and your use of the information, services and materials ("Online Content and Courses") through the Shalby' Shalby site (the " Shalby website") including you visiting and browsing the Shalby site (being a "Visitor") and registering with Shalby as a student (a "Learner").

These Terms should be read alongside, and are in addition to our policies, including our privacy policy (the “Policies”).

Please read these Terms carefully. These Terms are not negotiable. If you do not agree to them, you must stop using the Shalby site and the Online Content and Courses immediately.

About Us

• In these Terms, references to “ Shalby” or “us” are to Shalby Limited, a company registered under the Indian Companies Act, 1956 Shalby Limited, a company registered under the Companies Act 1956 and having its registered office at Shalby Hospitals, Opposite Karnavati Club, SG Highway, Ahmedabad, Gujarat-380015 (hereinafter referred to as “Shalby” or “Partner”) which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns)
• In these Terms, references to “you” or “your” are references to you whether as a Learner or Visitor.
• If you have any questions about these Terms or wish to contact us for any reason please click on “support”, which can be found on the Shalby site.

Use of the Shalbysite (Learner Conduct)

• By using this Shalby site and the Online Content and Courses, you confirm that you have read, agree and are in compliance with these Terms and the Policies (each as amended from time to time). Use of the Shalby site and access to the Online Content and Courses by anyone under the age of 13 is strictly prohibited.
• Your use of and access to this Shalby site and the Online Content and Courses are subject to the following conditions (“Acceptable Use Conditions”), and you agree that failure to comply with any one of the Acceptable Use Conditions will constitute a breach of these Terms. The Acceptable Use Conditions are as follows:
• You agree to use the Shalby site and access the Online Content and Courses only for lawful purposes and your use of the Shalby site and Online Content and Courses is in no way unlawful or fraudulent, and does not have the intention or effect of damaging us or our Institutional Partners either reputationally or financially;
• You agree not to use or access the Shalby site or the Online Content and Courses for the purpose of harming or attempting to harm minors in any way;
• You agree not to distribute all or any part of the Shalby site or Online Content and Courses in any medium without our prior written consent, unless such distribution is offered through the functionality of the Shalby site and permitted by these Terms including, without limitation, under section 5.10;
• You agree not to alter or modify any part of the Shalby site or the Online Content and Courses;
• You agree not to access the Shalby site or Online Content and Courses through any technology other than the software provided by us or enabled via API’s or other generally available third-party Shalby browsers such as Chrome, FireFox or Internet Explorer;
• You agree not to (and will not attempt to) circumvent, disable or otherwise interfere with any security related features of the Shalby site or any features that (i) prevent or restrict use or copying of content or (ii) enforce any limitations on you, the use of the Shalby site or access to the Online Content and Courses;
• You agree not to knowingly transmit any data or send or submit any content that contains viruses, Trojan horses, worms, time-bombs, key-stroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
• You agree not to use or access the Shalby site or Online Content and Courses for any commercial uses or for the benefit of any third party, including but not limited to:
• the sale of access to the Online Content and Courses or any associated content;
• the solicitation of business in the course of trade or in connection with a commercial enterprise; and
• the solicitation of any Visitors or Learners of the Shalby site with respect to their content for commercial purposes;
• You agree to use the Shalby site and access the Online Content and Courses in a way which does not infringe the rights of third parties or restrict or prevent anyone else’s use and enjoyment of the Shalby site, Online Content and Courses;
• You agree not to ask for, collect or harvest any personal data of any Visitor or Learner of the Shalby site or Online Content and Courses;
• You agree not to post, upload, email or otherwise transmit to or otherwise cause us to email, transmit or otherwise distribute chain letters, surveys or studies, calls to action, junk mail, pyramid schemes, incentives (monetary or click-based), spimming or spamming, or bulk communications of any kind, whether or not for commercial or non-commercial purposes;
• You will not copy, reproduce, create derivative works of, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content contained on the Shalby site (including without limitation the Online Content and Courses) for any other purpose other than as permitted by these Terms without our prior written consent;
• You agree not to use the Shalby site or the Online Content and Courses in any manner intended to damage, disable, overburden or impair any Shalby’ server or the network(s) connected to any Shalby’ server, or infringe any requirements, procedures, policies or regulations of any servers or networks connected to the Shalby site;
• You agree not to use any high volume, automated, or electronic means to access the Shalby site or the Online Content and Courses (including without limitation robots, spiders or scripts);
• You agree not to frame the Shalby site or the Online Content and Courses, place pop-up windows over its pages, or otherwise affect the display of its pages;
• You agree not to access or attempt to access any other Visitor or Learner’s account or falsely state, impersonate, or otherwise misrepresent your identity, including but not limited misrepresenting your affiliations with a person or entity, past or present;
• You agree not to force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Shalby site; and
• You agree not to send, knowingly receive, submit, download, use or re-use any material which does not comply with these Terms and the Policies).
• You agree to comply with these Terms in relation to any Learner Content (as defined in paragraph 5.1 below) provided by you in connection with the Online Content and Courses and in connection with the ability to post messages (as further detailed in paragraphs 5.5 to 5.8 below).
• Shalby grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Shalby reserve the right to revoke these exceptions, either generally or in specific cases.
• You acknowledge and agree that the form and nature of the Shalby site and Online Content and Courses which Shalby provide may change from time to time without prior notice to you.
• Whilst Shalby do all Shalby can to ensure that the Online Content and Courses are of a high standard, you understand and acknowledge that, in using the Shalby site and Online Content and Courses, you may be exposed to content from our Partner Institutions that is factually inaccurate, offensive if taken out of context, indecent to certain people, or otherwise objectionable to you. Shalby are not responsible (legally or otherwise) for any claims you may have against us in relation to this type of content.
• You acknowledge and agree that Shalby may stop (permanently or temporarily) providing the Shalby site, Online Content and Courses (or any part of the Online Content and Courses) to you or to Learners generally for whatever reason, at our sole discretion, without prior notice to you.
• You agree that you are solely responsible for (and that Shalby have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of that breach (including, but not limited to, any loss or damage which Shalby or any third party may suffer).

Registration and Accounts

• Any Visitor can view the Shalby site, but in order to participate fully in all activities on the Shalby site and take part in the Online Content and Courses, you must register for a personal account on the Shalby site (a “Learner Account”) by providing a name, an email address and a password or through an existing Gmail or Facebook account. You agree that you will never divulge or share access or your access information to your Learner Account with any third party for any reason.
• In setting up your Learner Account, you may be prompted or required to enter additional information, including date of birth, location and any other information that will help other Learners get to know you and help us to tailor the services to suit you.
• You undertake to us that all information provided by you in relation to your Learner Account is and will continue to be accurate, current and complete at all times and that you will maintain and update your information to keep it accurate, current and complete.
• By registering with Shalby for a Learner Account, you agree (in addition to the Acceptable Use Conditions above) that you:
• are, and will continue to be, registered for the Shalby site only once and will not set up multiple Learner Accounts;
• will not let anyone else use your Learner Account;
• will not cheat on any assignment or exam relating to the Online Content and Courses, nor share solutions to homework assignments or exams; and
• Will notify the administrators of the relevant Online Content and Courses (the “Course Administrator”), immediately if you become aware of any other Learner cheating or breaching these Terms.
• If you are disqualified for any reason under paragraph 3.4(a), (b) or (c), Shalby may prohibit your access or participation in the Online Content and Courses.

Licence to use

• Subject to your compliance with these Terms, Shalby grant you a fully revocable, worldwide, non-exclusive, non-transferable, non-sub-licensable limited right and licence:
• to access, internally use and display the Shalby site and Online Content and Courses as an individual only at your location solely as necessary to browse and/or participate in the Online Content and Courses as permitted by these Terms; and
• To download permitted content from the Online Content and Courses so that you may exercise the rights granted to you by these Terms.
• You must abide by all copyright notices or restrictions contained on the Shalby site or the Online Content and Courses. You may not delete any attributions, legal or proprietary notices on the Shalby site or the Online Content and Courses.

Your Content

• Throughout your use of the Shalby site and the Online Content and Courses, you may be able to provide content to the Shalby site by uploading notes and replies, Learner discussions, profile pages, other content and media for social interaction, and written assignments, surveys, questions, hypothetical, examples, etc. (collectively, “Learner Content”).
• With respect to any Learner Content you submit to us or that is otherwise made available to us, you grant us an irrevocable, worldwide, perpetual, royalty-free and non-exclusive licence to use, distribute, reproduce, modify, adapt, publicly perform and publicly display or otherwise exploit such Learner Content on the Shalby site and/or in the Online Content and Courses, with the right to sublicense such rights for any purpose associated with the provision of the Shalby site and the Online Content and Courses. Shalby reserve the right to remove any Learner Content without notice at any time and for any reason.
• To the extent that you provide any Learner Content, you represent and warrant that:
• you have all necessary rights, licences and/or clearances to provide such Learner Content and permit us to use and publish such Learner Content as provided in paragraph 5.1 and 5.2 above;
• such Learner Content is accurate and complete to the best of your knowledge and belief;
• as between Shalby and you and us, you are responsible for the payment of any third party fees related to the provision, publication and use of such Learner Content; and
• such use and/or publication of your Learner Content does not and will not infringe or misappropriate any third party rights or constitute a fraudulent statement or misrepresentation.
• With respect to any submissions of Learner Content, you agree to comply with all applicable laws including but not limited to laws regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside.
• The Shalby site and/or the Online Content and Courses may provide you with the ability to post notes and replies, take part in group discussions, submit assignments or send similar messages and communications to third party service providers, other Learners and/or us.
• You agree to use communication methods available on the Shalby site and/or the Online Content and Courses only to send communications and materials related to the subject matter for which Shalby (or any applicable educational partner) provided the communication method, and you further agree that all such communications by you are subject to and governed by these Terms, the Policies and our Code of Conduct.
• By using any of the communications methods available on the Shalby site and/or the Online Content and Courses, you agree that:
• all communications methods constitute public, and not private, means of communication betShalbyen you and any other parties;
• communications sent to or received from third party service providers or other third parties are not endorsed, sponsored or approved by us in any manner (unless expressly stated otherwise by us); and
• most content will be reactively moderated if flagged by Learners or Visitors, but Shalby reserve the right to pre-review or post-review Learner Content to ensure that it complies with generally acceptable standards of communication.
• Additionally, through such communication methods set out in paragraph 5.7 above, Shalby may make certain types of services available to you, such as chat room services that allow you to communicate with our staff members and/or staff members of our Partner Institutions.
• You acknowledge and agree that the services set out in paragraphs 5.5 to 5.8 above (including without limitation chat room services) may be monitored or recorded for quality control purposes and that the information or material provided as part of the services is included within these Terms and is provided for educational purposes only.
• Any Learner Content that is published on the public discussion areas of the Shalby site (for example, the forums or areas where posts are made) will be subject to a Creative Commons Licence. Shalby will not make available any Learner Content related to your assignments or assessments.

Copyright Policy

• It is our policy that any content included on the Shalby site or within the Online Content and Courses that infringes, or is likely to infringe, the intellectual property rights of any third party will be removed from the Shalby site as soon as possible after Shalby are made aware of such infringement or potential infringement.
• If you are the owner of intellectual property rights, or are authorised to act on behalf of an owner, or authorised to act under any exclusive right, you should report any alleged infringements of your intellectual property rights taking place on or through the Shalby site by emailing a Copyright Infringement Notice to copyright- ___________________, containing minimum details including the explanation as to how the content infringes your intellectual property rights.
• Shalby will take whatever action, in our sole discretion, Shalby deem appropriate, including the removal of the challenged content.
• Shalby will, acting in our sole discretion, terminate Learner Accounts and access to the Shalby site and Online Content and Courses if a Learner has been notified of infringing activity twice or more (regardless of whether the Learner has taken appropriate action as Shalby may direct.

Cancellation Policy

• You hereby agree and undertake to pay all the applicable fees in full as may be prescribed by us. You agree and acknowledge that any and all the payments made by you under this Agreement are non-refundable and non-rebatable, where you wish to cancel, once enrolled / registered with us.
• It is your responsibility to ensure that you meet the system requirements, including compatible hardware, software, telecommunications equipment and Internet service, prior to purchasing any content. Shalby are unable to provide refunds where your access to the Course Content is inhibited due to insufficient system requirements.
• Your payment includes the licensing of the Products for a limited period of time that is appropriate for the eLearning content. Shalby are unable to provide a refund if you fail to complete the content within the allocated time, except at our absolute and sole discretion.
• Shalby may restrict your access to the Course Content if you breach these terms, including without limitation:
• A failure to make any payment due to us; or
• Failure to provide accurate information that is necessary for us to provide the access to you

Privacy and Security

• Shalby respect your right to privacy. Please see our Privacy Policy for full details.

Linking to Other Sites

• The Shalby site may contain links to pages on other Shalby sites (“Linked Sites”), and those Linked Sites may contain content or offer products and/or services for sale.
• Shalby do not author, edit, control, or monitor these Linked Sites. You acknowledge and agree that:
• Shalby have no responsibility for the accuracy or availability of information provided by Linked Sites; and
• Shalby do not control or endorse the sponsors of such Linked Sites or the content, products, advertising or other materials presented on such Linked Sites.
• Shalby may remove any links to Linked Sites from the Shalby site at any time for any reason.
• Shalby will not be liable for any transactions conducted by you with third parties through any Linked Site or for any liability arising from any representations or information provided on such Linked Sites.
• Shalby appreciate that Linked Sites may contain material in which the operator of the Linked Sites has intellectual property rights. Shalby respect those rights and provide the links for information purposes only. The fact that Shalby have linked to any Linked Site does not create or imply any relationship or partnership between Shalby and us and the operator of such Linked Site.

Shalby' Intellectual Property Rights

• Shalby are the owner or the licensee of all necessary intellectual property rights in all aspects of the Shalby site and Online Content and Courses including but not limited to the technology, source code, all content, software, scripts, images, graphics and audio (the “Online Content and Courses IPR”). The Online Content and Courses IPR is protected to the fullest extent possible by copyright laws. All such rights are reserved. You agree that the Online Content and Courses IPR remain the property of us or the licensor, as applicable, and that all updates and modifications to the Online Content and Courses IPR will vest in us or the licensor, as applicable. You also agree that you have no rights in or to the Online Content and Courses IPR other than the right to use it in accordance with the terms of the licence in paragraph 4 above. Unless otherwise stated, copyright in the Online Content and Courses belongs to the relevant Partner Institution providing the Online Content and Courses.
• Shalby own or are licensed to use all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Shalby site (“Shalby’ IPR”).
• If any Online Content and Courses IPR or Shalby’ IPR vests in you, whether by operation of law or otherwise, you duly assign to us all right, title and interest (whether legal or beneficial) in such Online Content and Courses IPR or Shalby’ IPR, as the case may be, throughout the world to the fullest extent possible, including any and all renewals and extensions of such Online Content and Courses IPR or Shalby’ IPR. You unconditionally and irrevocably waive any and all moral rights you may have either now or in the future existing in or in connection with the Online Content and Courses or the Shalby site.
• You agree to sign and provide all such deeds, documents, acts and things as Shalby may reasonably require in order to assign any Online Content and Courses IPR and/or Shalby’ IPR to us, to carry out the intended purpose of these Terms, or to establish, perfect, preserve or enforce our rights under these Terms.

Your Liability to us

• You indemnify and keep us fully indemnified from and against all actions, claims, demands, costs, expenses, liabilities, loss, damages or other monetary relief brought, made or awarded against or incurred by us resulting (directly or indirectly) from:
• you submitting Learner Content to the Shalby site or participating in the Online Content and Courses;
• your access to or use of the Shalby site or Online Content and Courses;
• your breach of any of these Terms; and
• Any negligent act or omission, deliberate default or breach of statutory duty on your part.
• Each indemnity in this paragraph is separate and independent from the other obligations in these Terms. Each of these indemnities is to remain fully effective despite any indulgence granted from time to time and despite any judgment or order.
• This paragraph 11 survives the expiry of these Terms.

Our Liability to you

• Nothing in these Terms affects any statutory rights that you are entitled to as a consumer.
• The Shalby site and the Online Content and Courses are provided to you “as is” and Shalby make no warranty or representation to you with respect to them.
• Shalby exclude all representations, warranties, conditions and terms express or implied by statute, common law or otherwise to the fullest extent permitted by law. Shalby accept no liability for any special, indirect, incidental, consequential or economic loss, or any other losses, howsoever caused arising out of or in connection with these Terms. This includes (without limitation):
• any loss of profit (directly or indirectly);
• any loss of goodwill; and
• any loss of opportunity.
• Shalby provide the Online Content and Courses on the Shalby site in good faith but give no warranty or representation that the Online Content and Courses are accurate, complete or up-to-date or that they will meet neither your requirements, nor that the Shalby site does not infringe the rights of any third party. Shalby accept no responsibility or liability for your use of Online Content and Courses on the Shalby site and your use is entirely at your own risk. While Shalby take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs on the Shalby site, Shalby accept no liability for them.
• Information transmitted via this Shalby site will pass over public telecommunications networks. Shalby make no representation or warranty that the operation of this Shalby site will be timely, secure, uninterrupted or error-free and disclaim all liability in that respect to the greatest extent permitted by law.
• Shalby accept no responsibility for any loss or damage incurred by you as a result of:
• any reliance placed by you on the completeness, accuracy or existence of any information or advertising, or as a result of any relationship or transaction bet Shalby you and any advertiser or sponsor whose advertising appears on the Shalby site or in relation to the Online Content and Courses;
• any changes which Shalby may make to the Shalby site or Online Content and Courses, or for any temporary interruptions in the provision of the Shalby site or Online Content and Courses;
• the deletion of, corruption of, or failure to store, any Online Content and Courses and other communications data maintained or transmitted by or through your use of the Shalby site;
• your failure to provide us with accurate account information; or
• your failure to keep your account details secure and confidential.
• Shalby reserve the right to suspend your use of the Shalby site and/or access to the Online Content and Courses at any time for operational, regulatory, legal or other reasons.
• Shalby may terminate your Learner Account or access/use of the Shalby site with immediate effect:
• if Shalby reasonably believe you or any Learner you are connected with are in breach of any of these Terms;
• in order to prevent any fraudulent, unlawful or abusive activity; or
• if it is necessary to prevent or stop any harm or damage to us, other Learners of the Shalby site or the general public

Governing Law

• These Terms, your use and access to the Shalby site, and all other policies issued by us whether referred to by us herein or not are governed by and construed in all respects in accordance with the laws of India.
• Any or all disputes arising between Shalby and you and us (whether contractual or non-contractual) in connection with your access and use of the Shalby site, including as to the validity of these Terms or policy issued by us, will be subject to the exclusive jurisdiction of the courts of State of Ahmedabad. For any dispute between Shalby and you and us, you agree that you will first attempt to resolve it with us informally. In the unlikely event that Shalby are unable to resolve the dispute in this manner within 28 days of the dispute being notified in writing, Shalby both agree to submit to the exclusive jurisdiction of the courts of State of Ahmedabad to resolve any such dispute.
• Notwithstanding paragraph 13.2, you agree that Shalby are permitted to apply for injunctive remedies (or any other types of interim relief) in any jurisdiction at any time.

Changes to the Shalby site and these Terms

• Shalby may update or amend these Terms (as Shalby as our Policies or and other guidance Shalby issue) from time to time to comply with law or to meet our changing business requirements. When Shalby update our Terms or Policies, Shalby will take appropriate measures to inform you, consistent with the significance of the changes Shalby make. Any updates or amendments will be posted on the Shalby site.
• For any operational, regulatory, legal or other reason, Shalby reserve the right to modify, suspend or discontinue all of the Online Content and Courses with or without notice to you and Shalby will not be liable to you or any third party for any such modifications, suspension or termination. By continuing to use the Shalby site, you agree to be bound by the terms of these updates and amendments.

Other Important Terms

• If any of these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder of these Terms remain in full force and effect.
• Only you and Shalby are entitled to enforce these Terms. No third party is entitled to enforce any of these Terms.
• Shalby may freely transfer or assign any part of our rights or delegate our obligations under these Terms. You are not entitled to transfer or assign, by operation of law or otherwise, any part of your rights or delegate your obligations under these Terms without our prior written consent.
• These Terms, the Policies and the Code of Conduct set out the entire agreement between Shalby and you and us and replace any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law. Any delay or failure by us to exercise any right Shalby may have under these Terms does not constitute a waiver by us of that right.