1.1 Yara Technologies (Pvt) Limited (PV206939) (hereinafter referred to as “us”, “we” or “our”) owns and operates a communications platform for the users (inclusive of the website and web-based portal at www.talkativeparents.com and any affiliated websites (the “Website”), the mobile application (the “Talkative Parents App”), the SMS text messages and any software and databases that ensure effective operation) to enhance and improve the communication between schools and parents (the “Service”).
1.2 Schools that have signed up for the Service and parent or legal guardian of a student at a school are permitted to use the Service (the “users”). Users shall be either an administrator, teacher or staff member of a school who will access the Services through the web-based portal (“Admin users”) or a parent or legal guardian of a student at a school who will access the services through the Talkative Parents App or SMS service (“End users”).
1.3 Admin users can send notices, documents, pictures, files, etc. to end users within their school via the Service and to interact with end users in relation to school related activities and information and End users can only send messages and pictures to Admin users and cannot communicate with any other end users via the Service. All content and messages sent via the Service will be referred to as “Post(s)”.
1.4 Users cannot create or view Posts without having first registered for the Service.
1.6 You understand and recognise that we are not party to any agreement, contract or contractual relations, of any nature, entered into between you and other users of the Service.
1.7 If you do not agree to the Terms, as amended from time to time, in whole or in part, you must not access or use any part of the Service.
2. Registration and Account Creation
2.1 In order for any user to use the Service an Admin user acting on behalf the school is required to create an account (the “Account”) and such Admin user creating the Account represents that you have the authority to bind such entity to these terms and conditions. If you do not have such authority you must not create an Account.
2.2 In order for an End user to use the Service the school will need to provide us with End users details (child’s first and last name, child’s grade, child’s class, End User’s name, End user’s mobile number, End user’s email address, whether End user is a smart phone user or not) in order for us to register you as an End user and you will be notified once you have been registered.
2.3 Your registration with the Service is subject to the following conditions:
a) Any user must be aged 18 or over. By registering for the Service, you represent and warrant that you are aged 18 or over.
b) You must be legally capable of entering into this legally binding agreement
c) In order for End users to use the Talkative Parents App to generate and view Posts you require a mobile device that supports such mobile applications and any Internet or data services necessary to access the Service, the costs for which you are solely responsible.
d) In order for End users to use the SMS service you are required to provide a mobile telephone number to which you are able to receive SMS text messages. Such users will only be able to view Posts and will not be able to create Posts.
e) In order for Admin users to use the web-based portal you are responsible for obtaining any equipment and Internet or data service necessary to access the Service.
2.4 Registering for the Service is as follows:
a) Admin users can create an Account by contacting us and completing the account creation documentation we provide you.
b) Log-in credentials for Admin users will be provided by us on completion of the Account creation process.
c) End users can download The Talkative Parents App for free from the Apple App Store and the Google Play Store.
d) Log-in credentials to access the Talkative Parents App for a registered End users will be the End user’s telephone number.
e) You must at all times provide complete and accurate information during the registration and/or Account creation process. You must update this information to ensure it remains up to date, in order to guarantee its relevance and accuracy throughout your contractual relations with us.
f) Unless agreed to by us, you agree not to register for or use the Service, under the identity of a third party. Registration for the Service may not be undertaken on behalf of, or to impersonate another person or entity. You may not authorise third parties to use your log-in credentials, and you may not assign or otherwise transfer your log-in credentials to any other person or entity.
3. Use of the Service
3.1 Subject to these Terms, we hereby grant to you, a personal, non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Service solely for the purpose of school personnel engaging with parents or legal guardians of schools and vice versa.
3.2 The scope of the Service that is available for use by Admin users and end users at that school shall be solely at the election of the school’s administration. We shall not be liable in anyway to users in the event that school’s administration has opted out of the use of certain portions of the Service that are referred to or covered by these Terms.
3.3 You acknowledge that the Service is evolving and that the form and nature of the Service may change from time to time without notice to you.
4. User Undertaking
4.1 In respect of your use of the Service all users shall:
a) comply with all laws regulations and obligations applicable to your use of the Service and you may only use the Service for lawful purposes;
b) be respectful and courteous towards other users;
c) bear sole responsibility for all Posts made or received by you via the Service;
d) ensure that all Posts made by you are accurate and complete;
e) not use the Service for professional, commercial, Marketing or profit-making purposes;
f) not use the Services in a way that infringes any third party’s rights and you have obtained all necessary third party copyright, trademark, trade secrets or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any Posts;
g) not generate any Post that is, or which we considers in our sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable content;
h) if the Service provides you with the personal information of any other user, not use such personal information for any purpose other than the purpose for which such personal information has been provided to you;
i) inform us immediately if you have reason to believe your log-in credentials have been compromised or is no longer secure; and
j) do any act, engage in any practice or omit to do any act or engage in any practice that would bring us into disrepute or interferes with the integrity or supply of the Service to all users including, without limitation, introducing any harmful code to any part of the Service.
4.2 You understand and agree that you are using the Services at your own risk.
4.3 We are not obliged to verify information related to users or Posts and we will not be liable to any user in the event of incorrect information being provided through the Service to any user.
4.4 We do not make any warranties or representations as to the content of the Talkative Parents App, the Website or the quality or availability of the Service.
4.5 Admin user agrees we may include the school’s name, logo and any feedback and testimonials provided in our customer lists, on our website or any other form of marketing material in any medium or form of media for the purposes of announcing the relationship between us and the school and to demonstrate the manner in which the school uses and benefits from the Service.
4.6 All users agree to allow us to use certain Posts and other user–related content to demonstrate the manner in which users have used the Service and to grant any licenses and permissions required in order for us to carry out the same.
4.7 You agree that you shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Service for the purpose of re-selling or re-distributing, operating a business that competes with the Service or otherwise commercially exploiting the Service’s content. Systematic retrieval of the Service’s content to create or compile, directly or indirectly, a collection, database or directory or any such compilation (whether through bots, spiders, automatic devices, or manual processes) without prior written permission from us is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
4.8 You shall not undertake any scheme to undermine the integrity of the computer systems, servers or networks used by the Service or us, or those of any other, and you shall not attempt to gain unauthorised access to such computer systems, servers or networks.
5. Our Role
5.1 The Service constitutes an online communications platform on which the users can create and post information for the purposes of communicating it to other users.
5.2 Our role is limited to providing a communication platform and nothing in these Terms or by virtue of the transactions between us and any user shall be deemed or construed to create a partnership, joint venture, agency, employment or any other such relationship.
5.3 We have no control over the behavior of users and you acknowledge that we do not control the validity, truthfulness or legality of the Posts.
5.4 Your interactions with other users is at your own risk and we do not bear any liability or responsibility in respect of any acts committed by users of the Service.
5.5 We reserve the right, but are not obliged, to monitor, review, verify, edit, modify or delete material, content, data or information created, generated or transmitted by users through the Service.
6. Fees and Payment
6.1 The charges applicable to use of the Service shall be determined by us, in our sole discretion and will be advised to the school at the time of creating or renewing the Account.
6.2 In consideration for providing the Service, we will charge a fee per student, which will be charged to the relevant school for all students at that school. We will not accept any payments directly from End users using the Service as all such fees associated with use of the Service shall be paid by the relevant school.
6.3 We are only responsible for informing the schools of any increase in charges.
6.4 If a user chooses to cease using the Service no refunds of any charges paid in respect of use of Service shall be made by us.
7. Suspension or Termination of Access
7.1 In the event of breach by you of these Terms or if we have genuine reason to believe that this is necessary to protect our security and integrity, that of the users or third parties, or for the purpose of prevention of fraud or investigations, we reserve the right to:
a) terminate the Terms binding you with us immediately and without notice; and/or
b) prevent the posting of or remove any Post made by you; and/or
c) limit your access and your use of the Service; and/or
d) temporarily or permanently deactivate your log-in credentials.
7.2 When this is necessary, you will be notified of the establishment of such measure in order to enable you to give explanations to us. We will decide, at our sole discretion, whether or not to lift the measures put in place.
8. Personal Data
9. Intellectual Property
9.1 We are the sole holder of all intellectual property rights relating to the Website, the Talkative Parents App and the Service, its content (notably texts, fonts, images, designs, logos, videos, sounds, data, graphics) and to the software and databases ensuring their operation as protected by local and international intellectual property law.
9.2 All rights are reserved in relation to any registered and unregistered trademarks, which are our property.
9.3 Your use and access of the Service does not grant or transfer any rights, title or interest to you in relation to any of the content set out above. The Service may not be reproduced, copied, sold, resold or exploited for any commercial purpose without our express written consent.
9.4 In compliance with the purpose of the Service, you grant us a non-exclusive license to use the content and data you provide in the context of your use of the Service. You authorise us, for the whole world and throughout the duration of your contractual relations with us, to reproduce, represent, adapt and translate your user content in any way we deem necessary.
10. Operation, Availability, Functionalities and Security of the Service
10.1 We shall try as far as possible to maintain the Service accessible 7 days a week and 24 hours a day. Nevertheless, access to the Service may be temporarily suspended, without notice, owing to technical maintenance, migration or update operations, or owing to outages or constraints linked to the operation of the network.
10.2 Furthermore, we reserve the right to modify or suspend all or part of access to the Service or its functionalities, at our sole discretion, temporarily or permanently.
10.3 We will take reasonable steps to ensure the provision of the Service is secure. However, we cannot guarantee that your access to the Service will be secure at all times. You acknowledge and agree that you are solely responsible for the security, confidentiality and integrity of all information or data uploaded, downloaded or otherwise communicated while accessing the Service, including all your Posts.
10.4 You acknowledge and agree that you are solely responsible for protecting any device you use to access the Service from all security breaches and viruses (or any similar damaging components).
11. Third Party Links
The Service may contain links to websites, materials or resources operated and owned by third parties and not under our control. Those links are provided for convenience only and may not be current or maintained.
12. Limitation of Liability
12.1 The Service is provided on an “As Is” and “As Available” basis.
12.2 Access to the Service is at the users own risk. We will not be liable or responsible for any users that breach the conditions.
12.3 We shall not be held liable for any loss or damage arising out of:
a) False, misleading, incomplete or inaccurate information by its users;
b) Fraud or fraudulent misrepresentation by users; and/or
c) Any unlawful act committed by any user.
12.4 We shall not be liable for removal of any content, material and/or information, including Posts, even when no explanation or justification for removing the material and/or information is provided.
12.5 To the fullest extent permitted by Law, we are not liable to you or to anyone else for any direct or indirect loss or damage, including consequential loss, loss of data, reputation, goodwill and opportunity, arising out of or in connection with:
a) your use or inability to use the Service;
b) your use of third party services via the Website or Talkative Parents App;
c) the Service’s user content;
d) the conduct of other users of the Service; and
e) unauthorised creation, access or use of your personal information, Account, log-in credentials or your user content,
f) even if we have been advised of the possibility of such loss.
12.6 To the fullest extent permitted by Law, we exclude all representations, warranties or terms (whether express or implied) other than those set out in these Terms.
12.7 Notwithstanding any of the foregoing provisions, the aggregate liability of us, our employees, agents, affiliates, representatives, or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site, the Mobile app/Service shall be limited to the amount of fees you pay us or our affiliates in relation to the use of the Service in the 3 months prior to the action giving rise to liability. School fees collected from parents or legal guardian users and paid to us shall not be taken into account.
You must indemnify and keep indemnified us, our directors, employees, contractors and agents, from and against any loss (including reasonable legal costs and expenses) or liability incurred by us from any claim, demand, suit, action or proceeding by any person against us where such loss or liability arose directly or indirectly out of or in connection with:
a) any breach of these Terms by you; or
b) breach of any right of a third party
except to the extent that the loss or liability is caused or contributed to by the act or omission by us.
14.1 We reserve the right to cease operating the Service, without notice and for any reason. We may terminate our relationship with you without notice and with immediate effect if you, in any way, breach these Terms.
14.2 On termination of these Terms:
a) access to the Service will expire or cease; and
b) you will not have any access to user content through the Service; and
c) we will remove log-in credentials and its related information from the Service.
14.3 We are not liable for any costs, losses or damages of any kind arising as a consequence of terminating your access to the Service.
15. Modification of these Terms
15.1 These Terms and the documents integrated by reference express the entire agreement between you and us relative to your use of our services. Any other document is for guideline purposes only.
15.2 We may modify these Terms, in whole or part, in order to adapt to its technological and commercial environment, and to comply with the legislation in force. Modification of these Terms is at our sole discretion and no notice is required save for as provided for in this clause.
15.3 Any modification to these Terms will be effective immediately upon the posting of the revised Terms on the Website or on the Talkative Parents App. By continuing to use the Service following any changes, you will be deemed to have agreed to such changes.
16. Waiver and Severability
16.1 Our failure to enforce any right or failure to act with respect to any breach by a user under these Terms will not waive that right, nor will it constitute a waiver of our right to act with respect to subsequent or similar breaches.
16.2 If any part of these Terms is found to be void, unlawful or unenforceable, then that part will be ineffective to the extent it is void, unlawful or unenforceable, without affecting the validity and enforceability of any remaining provisions.
17. Governing Law
These Terms are governed by the laws of the Democratic Republic of Sri Lanka and the parties submit to the exclusive jurisdiction of the Sri Lankan courts.