Published on: 12th August 2024

NxtWave Disruptive Technologies Private Limited (including its Affiliates) (“NxtWave/Company/We/Us/Our”), a private limited company incorporated in Hyderabad, offers a specialized upskilling program ‘Academy On-Campus’ (“Program”) (including placement support and industry relevant guidance in connection with the Program) as part of its initiative NxtWave Institute of Advanced Technologies (“NIAT”) (“Services”).

These terms and conditions together with the Code of Conduct, Terms of Use, Privacy Policy, Indemnification Undertaking by Student, Indemnification Undertaking by Parent (“T&C”) outlined herein constitute a legally binding agreement between you (“Candidate/You/Your”) and NxtWave, and set out the terms on which NxtWave offers its Services and operates the Program, including, inter alia, the terms of eligibility, performance, code of conduct, consideration, assessment, certification, health and safety protocols, placement support and the rights, duties and obligations of the Candidate.

By enrolling in the Program, you agree to abide by the T&C, and comply with the provisions set out herein. In compliance with the applicable laws of India, only persons of 18 (eighteen) years of age or above are eligible to enter into a contract, accordingly, if you are below the age of 18 (eighteen) years / a minor, and you wish to enroll into the Program, our Services will be made available to you upon your legal guardian / parents accepting this T&C, and providing their consent for your enrolment into the Program. By enrolling into our Program and availing our Services, you, through your actions, affirm that you are eligible to accept the terms of this T&C and / or have the consent of your parents / legal guardians to enroll into the Program, as the case may be.

For all minors enrolling into the Program, your parents / legal guardians will be responsible for your actions, including compliance with this T&C. NxtWave reserves the right to terminate the Services and / or refuse admission to the Program if it is discovered that: (a) any information provided by you (or your parents / legal guardian) is inaccurate; or (b) you are a minor and your parents / legal guardians have not consented to your enrolment into the Program. NxtWave is not responsible for any consequence that arises as a result of a Candidate’s misuse of its Services and / or Program, including a minor enrolling for the Services/ Program without the consent of his/her parents / legal guardian.

In case of minors, the terms ‘Candidate/You/Your’ shall be deemed to include such Candidates’ parents / legal guardians, and all obligations of such Candidates set out in this T&C shall be undertaken by their legal guardians / parents instead.

The Candidate and NxtWave are collectively referred to as “Parties” and individually as “Party”.

If you do not agree with the terms of this T&C, kindly refrain from availing our Services.

1. Overview of Program and its objectives

The Program, comprising of 8 (eight) comprehensive terms (“Term(s)”) spread over a period of 48 (forty eight) months, is tailored for Candidates who have completed their higher secondary education (i.e., 12th grade or its equivalent) and intend to acquire industry relevant skills in the CS/IT/ITES domain while pursuing traditional education / degrees from Recognized Universities (as defined below). The objectives of the Program include:

1. offering comprehensive and rigorous training and upskilling opportunities to Candidates.

2. aiding Candidates in developing practical skills through real-world applications and projects.

3. preparing Candidates to be industry-ready upon the successful completion of the Program.

4. fostering an environment of innovation, critical thinking, and continuous learning.

The Program is not a substitute to any academic / vocational education imparted by University Grants Commission (“UGC”) or All India Council for Technical Education (“AICTE”) recognized colleges / institutes / universities established in India, or any educational institutions / colleges / universities established outside India (“Recognized University”). NxtWave, its operations and Services must not be construed as that of a Recognized University. NxtWave strongly encourages Candidates to pursue traditional education / degrees in Bachelor of Technology and Bachelor of Science from Recognized University in addition to availing its Services. It being clarified that the Recognized University will conduct its admission, evaluation and selection procedure independently and that NxtWave will have no influence or interference on such procedures.

2. Eligibility and enrollment

1. Candidates having completed their higher secondary education (i.e., 12th grade or its equivalent) or meeting any other criteria specified by NxtWave, from time to time, are eligible to enroll for the Program.

2. As part of its selection process, NxtWave may administer specific entrance examinations and / or conduct interviews of the Candidates. Subject to the terms of this T&C, NxtWave may update the eligibility criteria and / or introduce any other eligibility criteria, at its sole discretion.

3. In case of any dispute regarding the selection / enrollment procedure adopted by NxtWave, NxtWave’s decision shall be final and binding upon the Parties. NxtWave reserves the right to deny and / or revoke the enrollment of any Candidate that is not meeting the eligibility criteria or the conditions set out herein.

4. To assess the credentials of the Candidates and complete the enrollment process, NxtWave may request documentary evidence / information from the Candidates, such as proof of educational qualifications, government-issued photo ID, passport-size photographs, evidence of fee payment, etc. Candidates must promptly submit all documents requested by NxtWave for the timely completion of the enrolment process. All personal sensitive information provided by the Candidates / their parents or legal guardians to NxtWave will be subject to the Terms of Use and Privacy Policy of the Company.

3. Fees and payment

1. For continuous enrollment, Candidates are required to make a payment for each of the eight terms (“Term Fee”) to NxtWave, with the specific fee for each term determined by the payment structure and schedule provided by NxtWave.

2. Term Fees must be paid at least 30 (thirty) days prior to the commencement of classes for the relevant Term (“Payment Date”). Candidates may deposit the Term Fees through the payment mode specified by NxtWave. Detailed instructions in this regard, will be separately circulated by NxtWave from time to time.

3. Failure to make payments towards the Term Fees prior to the Payment Date will lead to automatic termination of the enrollment of the Candidate. Provided that, NxtWave may, at its sole discretion, charge interest / impose a fine and accept delayed payments of the Term Fee from the Candidates, and permit such Candidates to rejoin the Program.

4. Once paid, all fees and charges, including but not limited to the Term Fees are non-refundable and non-transferable.

5. NxtWave may, at its sole discretion, provide discounts / offers on the Term Fees, which may differ from one Candidate to another.

6. Unless otherwise agreed by NxtWave in writing, Term Fees will be exclusive of the food, accommodation and travel expenses incurred by the Candidate in order to avail the Program. Further, Term Fees is exclusive of any fees to be paid by the Candidate to the Recognized University.

7. NxtWave may, upon receiving a request from the Candidates interested in availing credit facilities for the Term Fees, assist such Candidates by facilitating connections with lenders, such as banks and NBFCs. It being clarified that NxtWave’s role will be limited to facilitating connections with lenders, and the Candidates (in case of minors, their parents / legal guardians) will be solely responsible for fulfilling all obligations in respect of the facilities availed, including making timely payment of EMIs (equated monthly installments). NxtWave does not assume any responsibility or liability towards the lenders or the Candidates for any default of obligations or non-payment of EMIs. All agreements and transactions related to loans / credit facilities are strictly between the Candidates and their respective lenders. It being clarified that NxtWave may, upon receiving a request from the lenders to suspend or terminate access to the Services for any Candidate on account of any default of obligations and / or non-payment of EMIs to such lender, suspend and / or terminate the Candidate’s access to the Program / Services.

   
   

4. Conduct of the Program and certification

1. NxtWave shall be responsible for conducting the Program as per the Program curriculum circulated to the Candidates. It being clarified that while NxtWave undertakes a scrutiny of the curriculum delivered to the Candidates, NxtWave does not guarantee the quality of lessons delivered to the Candidates. The Program curriculum and the criteria for assessment / grading for each Term shall be separately specified by NxtWave at the beginning of each Term.

2. NxtWave shall regularly conduct assessments / examinations, as it may deem fit, in accordance with the Program curriculum. Upon the successful completion of the Program (including the satisfactory completion of, inter alia, all Program related course work, projects, exams, assessments, meeting the attendance criteria, and making timely payments of the Term Fees) by the Candidates and achieving the minimum passing grades, NxtWave will award a certificate to such eligible Candidate attesting their ‘industry readiness’ in the CS/IT/ ITES domain. It being clarified that NxtWave will not award certification to Candidates with any outstanding dues payable to NxtWave, including but not limited to the Term Fees, until all such pending dues have been cleared by the Candidates.

3. NxtWave reserves the right to withhold the award of certifications and / or other acknowledgements of successful completion, to Candidates: (a) for, inter alia, their non-adherence to the T&C, any violation of the code of conduct, policies, guidelines and / or instructions issued by NxtWave; and (b) during the pendency of any disciplinary proceedings / investigations into the misconduct of such Candidates during the course of the Program.

4. Candidates who do not clear the examination/assessment for certification may be eligible for re-examination / re-test, subject to NxtWave’s approval. Requests for such re-examination: (i) must be submitted by the Candidates in writing, within the timeframe specified by NxtWave; and (ii) will be considered by a committee designated by NxtWave for this purpose, which committee’s decision shall be final and binding.

   
   

5. Program changes and cancellations

1. Subject to the provisions of the T&C, NxtWave reserves the right to amend, modify or update the Program’s curriculum, structure, content, schedule and Term Fee, as deemed necessary to maintain quality, relevance, adhere to any change in the applicable laws or the industry standards, or for any other reason as may be deemed necessary by NxtWave.

2. NxtWave may, at its sole discretion, postpone and / or cancel in whole or in part, the Program or Term or any course within the Term, due to any reasons, including on account of insufficient enrollment. In the event of such cancellation by NxtWave, the affected Candidates will be duly notified and provided with an option to avail alternate courses / Programs offered by NxtWave. The Term Fees already paid by the Candidates for the cancelled course / Term / Program shall be adjusted towards the fee for alternate courses / Terms/ programs being availed by the Candidates.

3. All disputes regarding the modification of the Program, cancellations and / or the alternative arrangements made available to the Candidates by NxtWave, shall be resolved in accordance with paragraph 18 below.

   
   

6. Obligations of the Candidates

1. You are solely responsible for the use of our Services, and are required to strictly adhere to the code of conduct, policies, instructions and guidelines as may be formulated by NxtWave from time to time.

2. During the course of the Program, you must not:

   • harass other Candidates, attendees, support agents, visitors, or employees / representatives of NxtWave;

   • create an atmosphere of disharmony, hostility within Candidates’ groups and the attendees of the Program;

   • cheat and / or submit plagiarized assignments in the examinations or assessments conducted by NxtWave;

   • copy, reproduce, modify, create derivative works from, distribute or publicly display the Services or any content, text, graphics, sounds, artwork, computer code, visual interface, reading material, intellectual property (including trademarks, logos, copyright, design, patents), documents, questionnaires, interview ideas, concepts, inventions, systems, platforms, software, tools, utilities, templates, forms, techniques, design formats, methods, processes, algorithms, know-how, trade secrets, course material and other technologies and information acquired, created, developed or licensed independently by NxtWave, and provided by NxtWave (or its affiliates) to you during the Program (“NxtWave Material”), except to the extent permitted by the applicable laws, or with the prior written consent of NxtWave;

   • use the Services or any NxtWave Material to establish, maintain or provide, or assist in establishing, maintaining or providing a learning management system;

   • violate any applicable laws or regulations, or the rights of NxtWave or any third party under this T&C;

   • gain, or attempt to gain, unauthorized access to the Program or NxtWave’s facilities / infrastructure;

   • upload, publish, or circulate any false, inaccurate, misleading, defamatory or offensive statement about NxtWave or its Services. NxtWave reserves the right to immediately terminate the enrolment of any Candidate in breach of this obligation;

   • use the Services in any manner that could damage, disable, overburden, or impair the Services or any network or other infrastructure used in connection with the Services; or

   • disturb, interfere or attempt to interfere or disturb, or obstruct the functioning of the Services and the delivery of the Program.

3. NxtWave reserves the right to change/update the T&Cs, from time to time, and shall notify the Candidates of the same. The Candidate shall be responsible to read, understand, stay updated and adhere to the same, as provided in paragraph 19 (g) hereto.

4. NxtWave reserves the right to decide the appropriate course of action in case a Candidate fails to adhere to T&C issued by NxtWave. For any breach of the obligations set out in this paragraph 6, NxtWave may, in accordance with its prevailing code of conduct, policies, instructions and guidelines, suspend or terminate the enrolment of the non-compliant Candidate from its Program, impose fines, take legal action and/or seek the available legal remedies against such Candidate, as it may deem fit.

   
   

7. Placement Support

1. NxtWave shall provide placement support to the Candidates by assisting in preparing for job opportunities and connecting with employers, subject to all Candidates fulfilling the prerequisites set out in the Program Placement Policy specified by NxtWave.

2. While NxtWave provides placement support to all eligible Candidates, it does not however guarantee any jobs, internships, and placement / employment / internship opportunities. Selection of the Candidates by potential recruiters will be on the basis of the recruiters’ requirements, including the assessment of the Candidates’ credentials and the Candidates’ performance during the selection process, subject to the prevailing market conditions and the job description.

   
   

8. Health and safety

1. Candidates are required to comply with all health and safety protocols formulated by NxtWave, as per NxtWave’s health and safety policy (“HS Policy”). This includes adhering to measures such as vaccination, testing, social distancing, and mask-wearing requirements during pandemics or public health concerns, etc., as stipulated in the HS Policy from time to time.

2. Candidates are responsible for maintaining their health and wellness. This includes maintaining personal hygiene, promptly reporting health issues, seeking medical care when needed, participating in wellness programs, refraining from actions that could pose risks to themselves or others and adhering to the HS Policy. Candidates must inform NxtWave of any health conditions that may affect their ability to participate in the Program.

3. Candidates are responsible for obtaining and maintaining a minimum three (3) lakhs health insurance coverage for the duration of the Program. NxtWave is not responsible for any pre-existing or new medical conditions or illnesses, or the medical expenditures that may arise during the Program.

4. In case of emergencies or uncontrollable situations related to any health issues of any Candidate, NxtWave is not liable for the health issue or the condition of the Candidate, nor for any associated expenses or costs.

5. NxtWave and its representatives have no control over the activities in which the Candidate chooses to engage during the Program. The Candidate assumes full responsibility for their participation in any activities, including but not limited to sports events, excursions, conferences, and online activities. Any injury, disability, illness, death, or damage resulting from such activities is the sole responsibility of the Candidate. Under no circumstances shall NxtWave and its representatives be held liable for any such consequences.

6. NxtWave is not liable for any injury, disability, death, or illness that may occur to the Candidate during the Program or related activities, whether on or off NxtWave’s premises, and not liable for any associated medical or emergency expenses. Additionally, NxtWave shall not be responsible for any pre-existing or newly developed medical conditions or illnesses of the Candidate, nor for any medical expenses that may arise during the Program.

7. In the event that emergency medical procedures need to be performed on the Candidate, NxtWave and/or any person authorized by NxtWave is granted the authority to give consent on behalf of the Candidate or their parents/legal guardians for the required medical procedures. This authority is intended to prevent any delays in obtaining consent that could prove detrimental in emergency situations. NxtWave and/or any person designated by NxtWave shall not be held responsible or liable for providing such consent or for any consequences that may arise from the medical procedures performed.

8. Candidates who require medical leave due to health emergencies must provide appropriate medical documentation. NxtWave will review and accommodate such requests in accordance with its established policies and procedures.

9. Candidates must follow emergency response procedures, including evacuation plans and incident reporting, as well as adhere to safety guidelines for the use of facilities and equipment, as stipulated in the HS Policy and as may be provided by NxtWave from time to time.

10. Non-compliance with these protocols may result in disciplinary actions, including suspension or expulsion from the Program.

    
    

9. Accommodation, food, and travel arrangements

1. Unless otherwise agreed in writing, NxtWave will not provide any food, accommodation and travel facilities to the Candidates.

2. If requested by the Candidates, NxtWave may recommend / facilitate accommodations near NIAT, however, NxtWave shall bear no liability for any issues, incidents, or damages that may occur at such accommodation. While NxtWave’s staff may be present at the accommodation to provide necessary assistance and support to the Candidates, the contractual relationship and any legal obligations concerning such accommodation shall be strictly between the Candidates and the provider of the accommodation.

   
   

10. Use of NxtWave Material

NxtWave grants the Candidate a limited, non-exclusive, non-transferable, and revocable license to use NxtWave Material and resources during the course of the Program in furtherance of the course work, assignment, examination and assessment related to the Program. Any unauthorized copying, distribution, modification, or commercial use of the NxtWave material is strictly prohibited, and may trigger fines, penalties, suspension and/or expulsion of the Candidates. Candidates must exercise necessary care, caution, and responsibly use the NxtWave Material, such that the NxtWave Material is not disparaged in any manner. Upon the completion of the Program or the termination of the Program, whichever is earlier, the Candidates must promptly return all the NxtWave Material to NxtWave Material within 3 (three) days of such completion or termination, in good condition. Any damage, loss, or failure to return the NxtWave Material may result in additional charges / penalties, including withholding of the certification.

11. Expulsion, Suspension and Termination

1. NxtWave may expel or suspend a Candidate from the Program and also initiate legal actions for, inter alia, any violation of this T&C, the terms of use, privacy policy, code of conduct, other policies, guidelines, instructions issued by NxtWave. NxtWave will conduct an investigation against such violations by the Candidates, and NxtWave’s decision in this regard, will be final and binding upon the Parties.

2. This T&C may be terminated upon the occurrence of the following:

   • automatically, upon the non-payment of the Term Fees in accordance with Paragraph 3 hereto; or

   • by NxtWave, due to: (i) any breach of any Candidate Representations and Warranties; (ii) non-compliance by the Candidate (in case of minor, the parents / legal guardians) of his / her obligations under this T&C, including failure to return the NxtWave Material.

3. NxtWave may, at its sole discretion, terminate this T&C at any time, by providing the Candidate with at least 7 (seven) days prior notice.

4. The Candidates acknowledge that their continuous use of the Services in accordance with the T&C for the duration of the Program constitutes a material term without which NxtWave would not have agreed to the transactions contemplated hereunder, and that Nxtwave has made significant investments for providing the Candidates with necessary resources and facilities under NIAT. The Parties hereby acknowledge and agree that Nxtwave would suffer irreparable harm and damage in case of the Candidates’ untimely / premature withdrawal from the Program, and accordingly, NxtWave reserves the right to demand compensation from such Candidates, as penalties/liquidated damages, on the basis of a fair and good faith estimate of the damages suffered by NxtWave due to their untimely/premature withdrawal from the Program.

5. In the event of any expulsion, suspension, or termination, the Term Fees paid by the Candidates shall not be refunded, and no certificate or acknowledgment of participation in the program shall be provided. Further, all Program benefits shall be terminated and/or revoked at the sole discretion of NxtWave, and no additional compensation shall be provided under any circumstances.

   
   

12. Disclaimer and scope of the Program

1. NIAT has been established as an upskilling initiative of NxtWave. NIAT / NxtWave or its Program / Services must not be construed as that of a Recognized University. The Program is NOT a substitute to any academic / vocational education imparted by a Recognized University.

2. NIAT/NxtWave does not award formal academic certificates / diplomas / degrees towards completion of any degree / courses under the UGC and AICTE framework. The Program is NOT affiliated to and /or in association with any Recognized University.

3. NxtWave may, at its sole discretion, align the Program and its Services with the NSQF or NHEQF, making the Candidates eligible to obtain credits towards the Program as per the National Education Policy 2020, National Skill Qualifications Framework (“NSQF”), National Higher Education Qualifications Framework (“NHEQF”) and other applicable regulations and guidelines. However, the recognition of the credits awarded by NxtWave, in accordance with the NSQF or NHEQF, towards the completion of any degree programs offered by any Recognized Universities in India, will be completely at the discretion of such Recognized Universities. Further, such recognition must NOT be construed as NxtWave imparting courses / education to Candidates on behalf of the Recognized Universities.

4. NxtWave strongly encourages Candidates to pursue formal education / degrees from Recognized Universities in addition to availing its Services. In this regard, NxtWave may, from time to time, recommend certain Recognized Universities to the Candidates (“NxtWave Recommended University”). It being clarified that NxtWave does not mandate enrollment into any specific Recognized University as a precursor to availing its Services. Candidates are expected to undertake their own research and due diligence, in selecting the educational institutions / Recognized Universities that best suit their needs. Further, NxtWave may update the list of NxtWave Recommended Universities from time to time based on factors including but not limited to quality and relevance.

5. NxtWave shall not be held liable or responsible in any manner, for any agreements, disputes, or conflicts arising between the Candidates and the NxtWave Recommended Universities. All matters concerning admission, tuition, academic policies, refunds, examinations, credits, certificates or any other aspects of the programs offered by the NxtWave Recommended Universities are solely between the Candidate and the respective NxtWave Recommended University. NxtWave shall also not be held liable for any actions, inactions, omissions, or decisions of the NxtWave Recommended Universities, or for any consequences resulting thereof, including on account of any non-compliances of the applicable laws, the NxtWave Recommended Universities’ inability to offer degrees to the Candidates, etc. It being clarified that NxtWave and the NxtWave Recommended University are independent contractors and are not partners or agents of one another in any capacity whatsoever.

6. NxtWave/NIAT does not deliver any courses or academic support to the Candidate for fulfilling their academic requirements towards the degree programs of NxtWave Recommended Universities.

7. NxtWave Recommended Universities are solely responsible for conducting their degree programs and awarding undergraduate/postgraduate certificate/diploma/degree to the Candidates, as may be applicable, in accordance with the applicable laws.

8. Admission to a NxtWave Recommended Universities is solely at the discretion of such universities. NxtWave Recommended Universities independently operate their academic programs and curriculum in accordance with the applicable laws, without any interference of / influence from NxtWave in relation to their admission, grading, or certification processes.

9. Successful completion of the Program with NxtWave/NIAT does not entitle the Candidate to receive the degree / course completion certificate from the NxtWave Recommended University. Candidates will be responsible for separately fulfilling the requirements stipulated by the NxtWave Recommended Universities towards assessment and examination for their respective degree programs.

10. NxtWave provides the Program on an “as is” and “as available” basis, without any warranties of any kind, express or implied, including but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. NxtWave and its directors, employees, agents, suppliers, sponsors and partners do not warrant and specifically disclaim that: (a) the Services and the Program will be secure, error-free or available at any particular time or location; (b) any defects or errors will be corrected; (c) the results of availing the Services will meet your requirements; or (d) any information obtained through the use of Services will be accurate.

11. The Services are subject to limitations, delays, and other problems including but not limited to inherent problems in the use of the internet and electronic communications. NxtWave is not responsible for any delays, delivery failures, or other damage resulting from such problems. Your enrollment with NxtWaveand availing the Services offered by NxtWave is solely at your own risk.

12. The Program may include third-party content, resources, or services, for which NxtWave assumes no responsibility regarding their accuracy, completeness, or quality.

13. NxtWave is not liable for ensuring Candidates have the necessary technology or internet access to participate in the Program.

14. NxtWave will not be responsible in any manner for any bodily injury, disability, death, illness, damage, hurt, or loss of property caused to the Candidate, on account of any act or omission of the employees, agents, and representatives of NxtWave and / or any third parties, during the course of the Program.

15. EXCEPT AS EXPRESSLY SET FORTH IN THIS T&C, NXTWAVE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    
    

13. Confidentiality

1. Your obligation to protect and keep confidential the information / data received from NxtWave, whether orally, in writing, electronically, or by any other means, shall extend to, inter alia: (i) all business and operational information such as internal policies, procedures, strategies, financial information, NxtWave Material, and marketing plans; (ii) technical information like proprietary software, research and development data, technical processes, and product designs; (iii) intellectual property, including patents, trademarks, designs, ideas, computer code, copyrights, and trade secrets; (iv) client and partner details, such as contact information and contractual terms; (v) employee personal and professional information; and (vi) educational materials provided during the Program, as well as non-public memos, emails, or meeting notes, etc. (vii) any other information that is designated as confidential or that should reasonably be understood to be confidential, regardless of whether it is explicitly marked as such (collectively, “Confidential Information”).

2. You hereby undertake to keep confidential at all times, the Confidential Information shared by NxtWave with you during the course of the Program, and to not disclose such Confidential Information, except with the prior written consent of NxtWave, and as may be required under the applicable laws.

3. Upon the termination or expiration of this T&C, or upon NxtWave's written request at any time, you shall promptly return all Confidential Information in your possession, custody, or control to NxtWave. If returning the Confidential Information is not feasible,you shall, at the NxtWave's direction, destroy all such Confidential Information and any copies, extracts, or summaries thereof, and certify in writing to NxtWave that such destruction has been completed.

4. If a Candidate (in case of minors, the parents / legal guardians) is required under applicable laws, or under court orders to disclose any Confidential Information, such Candidate must, promptly notify NxtWave in writing, before making any disclosure to the authorities, and must fully cooperate with NxtWave in seeking appropriate protective orders or other legal remedies, as may be required. Further, if a disclosure is required to be made as per this paragraph (c), the Candidate shall only disclose such limited Confidential Information as may be deemed necessary to comply with the applicable laws, and shall use reasonable efforts to ensure that such disclosed information is treated as confidential.

   
   

14. Indemnification

1. The Candidates and their parents / legal guardians agrees to indemnify, defend, and hold harmless NxtWave, its officers, directors, employees, agents, affiliates, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including attorneys’ fees) arising out of or in relation to any:

   • breach or violation of the T&C, the Candidate Representations and Warranties, the applicable laws or the code of conduct, guidelines, policies and instructions issued by NxtWave by the Candidate and / or the parents / legal guardians;

   • misconduct or negligent acts or omissions of the Candidate during the course of the Program, including but not limited to the misuse, unauthorized access, use, publication, exploitation, disclosure, alteration, or destruction of NxtWave Material, NxtWave IP, Created IP, Confidential Information, facilities, equipment, or infrastructure;

   • misrepresentation, false statement, or omission of material facts by the Candidate (in case of a minor, the legal guardians / parents) during the enrollment process or at any time during the course of the Program;

   • uploading, publishing, or circulating any false, inaccurate, misleading, defamatory, or offensive statements about the Program or NIAT or NxtWave.

   • claims brought by third parties in relation to the Candidate’s actions or enrollment into the Program, including but not limited to, infringement of third-party intellectual property rights, personal injury, or property damage; and

   • bodily injury, death, or property damage caused by the Candidate while participating in the Program or using NxtWave Material and the facilities and infrastructure of NxtWave;

   • Any violation of applicable laws, regulations, or ordinances by Candidate;

     (collectively, “Indemnity Events”).

2. The Candidate (in case of a minor, the parents / legal guardians) shall promptly notify NxtWave in writing upon the occurrence of any event or incident that could give rise to an Indemnity Event. Subject to the indemnification obligation of the Candidate in paragraph (a) above, NxtWave reserves the right to assume defense and control of any proceedings initiated against NxtWave due the acts or omissions of the Candidate, and the Candidate hereby agrees to fully cooperate and extend all necessary support to NxtWave to defend such claims.

   
   

15. Limitation of liability

1. NxtWave (or its directors, employees, agents, sponsors, partners, suppliers, content providers, licensors or resellers,) shall not be liable for any indirect, incidental, punitive, special or consequential damages or loss arising under contract, tort, strict liability, negligence or any other legal or equitable theory in relation to the Program or the Services. Further, NxtWave shall have no liability towards the Candidate, financially or otherwise (in the case of a minor, the parents/legal guardians) for any damages, losses, or liabilities of any kind arising from or related to the Program or the Services.

2. All applications, code or content created by the Candidate using the NxtWave Material, Nxtwave’s resources / infrastructure are intended to be used by the Candidate solely as prototypes and for evaluation of validity and practicability of ideas. Any use by the Candidate of such apps, codes or content, other than the use specified herein is strictly prohibited and NxtWave shall not be liable for the same in any manner whatsoever.

3. The Candidate (in case of a minor, the parents / legal guardians) assumes all risks and accepts sole responsibility for any injury (including, but not limited to, personal injury, disability, and death), illness, damage, loss, claim, liability or expense, of any kind, that such Candidate may experience or incur in connection with the Program or during the course of the Program. The Candidate (in case of a minor, the parents / legal guardians) hereby releases, covenants not to sue, discharges and holds harmless NxtWave, its employees, agents, and representatives, of and from any such claims, including all liabilities, claims, actions, damages, costs or expenses of any kind arising out of or relating thereto.

   
   

16. Representations and warranties

By enrolling into our Program, you (in case of a minor, the parents / legal guardians) hereby represent and warrant to NxtWave that:

1. You have read the provisions of this T&C and have agreed to the same at your own risk and will;

2. You are competent to enter into a contract with NxtWave and accept this T&C in accordance with the provisions of the Indian Contract Act, 1872;

3. all the data provided by you at the time of enrollment and during the course of the Program is accurate and complete and not misleading or incorrect;

4. the Created IP (defined below) developed by you during the course of the Program is not illegal, obscene, threatening, objectionable, defamatory, invasive of privacy, infringing any third party’s intellectual property rights, or otherwise injurious to any third party; and

5. You own and / or have the necessary licenses, rights, consents, and permissions to publish, share, and make available to NxtWave, the information, source codes, computer codes, ideas, design, etc., submitted during the course of the Program,

   (collectively, “Candidate Representations and Warranties”).

   
   

17. Intellectual Property

1. All rights, title, and ownership in relation to the Program and the NxtWave Material, including all text, graphics, logos, user interfaces, visual interfaces, sounds, artwork and computer code are owned and controlled by NxtWave and/or its licensors (“NxtWave IP”) and the design, structure, selection, expression and arrangement of such NxtWave IP are protected under the applicable laws of India, and shall exclusively vest with NxtWave. Except as provided under paragraph 10 above, the Candidate is not permitted to use, publish, or exploit the NxtWave IP, for commercial gains or otherwise, without the prior written consent of NxtWave.

2. During the course of the Program, you may create, develop, contribute or provide your comments, suggestions, questions, text, content, information, work, and / or develop concepts, ideas, inventions, designs, computer code, artwork and other related content in connection with availing the Services from NxtWave (“Created IP”). Any Created IP developed by you with the help of and / or by utilizing, whether directly or indirectly, the NxtWave Material, NxtWave IP and/ or the facilities, infrastructure and resources made available by NxtWave, and all intellectual property rights attached to such Created IP, shall exclusively vest with the Company. In this regard, NxtWave will enjoy a royalty-free, worldwide, transferable, exclusive and irrevocable right, and you hereby grant NxtWave such right, to use reproduce, distribute, access, view, crop, resize, index, analyze, categorize, archive, copy, sub-license, transmit, broadcast, publicly perform, publicly display, prepare derivative works, sell, advertise, and market the Created IP (and all intellectual property rights attached to such Created IP) for further developing the Program and / or for any purpose as NxtWave may deem fit. This includes the right to add captions, resize, crop, index, categorize, archive, or otherwise modify the Created IP to ensure accessibility or to better serve the needs of NxtWave and its stakeholders.

   
   

18. Dispute resolution and governing law

1. All disputes, complaints, or grievances arising between the Parties during the subsistence of this T&C or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this T&C, including the question as to whether the termination of the T&C by any Party hereto has been legitimate (“Dispute”), must be addressed to NxtWave. Candidates (in case of minors, the parents / legal guardians) must submit their concerns in writing to the grievance officer designated by NxtWave, and the Parties shall endeavour to settle the Dispute amicably.

2. In case the attempt to bring about an amicable settlement has failed, the Dispute shall be referred to a sole arbitrator mutually appointed by the Parties in accordance with the Arbitration and Conciliation Act, 1996, whose decision shall be final and binding upon the Parties. The proceeding shall be conducted in English, and the seat and venue of the arbitration shall be Hyderabad.

3. These T&C and the relationship between the Parties shall be governed by, and interpreted in accordance with, the laws of India. Subject to paragraph (b) above, the courts in Hyderabad, India shall have exclusive jurisdiction over all Disputes arising pursuant to the T&C.

   
   

19. General Provisions

1. Communications: All notices or other communications to be given by NxtWave under this T&C, shall be communicated via email to your registered email address or as a notification on our learning platform.

2. Entire Agreement: These T&C and any other instructions and guidelines as may be issued by NxtWave from time to time, constitute the entire agreement and understanding between NxtWave and the Candidate (in case of minor, the parents / legal guardians) in relation to the Program / Services provided by NxtWave, and supersedes all previous communications, negotiations, commitments, arrangements, agreements, either oral or written between the Parties in respect of the subject matter hereof.

3. Assignment: You cannot assign or transfer your obligations under this T&C to any third party. NxtWave reserves the right to freely transfer and / or assign this T&C, in part or in full, to any other third party, without your consent.

4. Severability: If any provision of the provision of this T&C becomes or is held to be invalid, ineffective or unenforceable, all other provisions hereof shall remain in full force and effect. The invalid, ineffective or unenforceable provision shall be deemed to be automatically amended and replaced without the necessity of further action by the Parties hereto by such form, substance, time, matter and jurisdiction as shall be valid, effective and enforceable and as shall accomplish as far as possible the purpose and intent of the invalid, ineffective or unenforceable provision.

5. Waiver: No waiver of any breach of any provision of this T&C shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by the waiving Party.

6. Relationship: Nothing contained therein, including your participation in Program constitutes a relationship of employment, agency, partnership, joint venture, or franchise with NxtWave.

7. Amendments: We reserve the right to modify this T&C in whole or in part, at any time at our discretion. Each such updation or modification to the T&C will be communicated to you via email on your registered email address. You are requested to refer to these T&C from time to time to keep yourself updated about such changes. Continued enrollment of the Candidate after 3 (three) days from the date on which such changes were notified will be deemed that you have consented to such changes, and that you have agreed to be legally bound by terms of such revised T&C.

8. Survival: Notwithstanding anything contained in this T&C, the provisions of paragraphs 13 (Confidentiality), 14 (Indemnification), 15 (Limitation of Liability), 16 (Representations and Warranties), 17 (Intellectual Property), 18 (Dispute Resolution and Governing Law), 19 (Miscellaneous Provisions) and this paragraph 19 (h) shall survive the termination of this T&C.

9. Force majeure: NxtWave shall not be liable for any failure or delay in performing its obligations under this T&C, if such failure or delay is due to causes beyond its reasonable control, including but not limited to natural disasters, war, acts of terrorism, pandemics, government actions, change in applicable laws (“Force Majeure Event”). It being clarified that any delay / failure by NxtWave to perform its obligations under the T&C during the subsistence of the Force Majeure Event, will not result in the breach of the T&C by NxtWave, and NxtWave will not be required to refund any fees paid by the Candidates and / or cancel the Program.

   
   

If you have any questions about these T&C, please contact us by email on the following address: legal@nxtwave.co.in