Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a legally binding agreement between dhimantAI ("dhimantAI", "we", "us", or "our") and you ("User", "you", or "your") governing access to and use of the dhimantAI platform, including the public website at vidyai.in, the Student, Teacher, and Management mobile and web applications, APIs, documentation, and related services (collectively, the "Service").

By registering for, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are accepting these Terms on behalf of an Institute, organisation, or other entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

• "Administrator" means a User authorised by the Institute to manage the Service on its behalf.
• "Applicable Law" means all laws, rules, regulations, orders, and binding notifications applicable to a party, including the DPDP Act, IT Act, 2000, and Indian Contract Act, 1872.
• "Customer Data" means any data, content, or materials submitted to the Service by or on behalf of an Institute or its Authorised Users, including student learning records, voice interactions, uploaded images, and performance data.
• "Institute" means the coaching institute, school, college, or educational organisation that subscribes to the Service.
• "Authorised User" means an individual authorised by an Institute to use the Service, including students, parents or guardians, teachers, mentors, and Administrators.
• "Order Form" means the written or electronic ordering document signed or accepted by dhimantAI and an Institute, which specifies the scope, term, and fees of the subscription.
• "Subscription Term" means the period specified in the Order Form during which an Institute is entitled to access and use the Service.

3. Eligibility & Account Registration

The Service is intended for lawful educational use. By using the Service, you represent and warrant that:

• You are at least 18 years of age; or you are below 18 years of age and a parent or lawful guardian has provided verifiable consent through the Institute at the time of enrolment.
• You are not barred from using the Service under Applicable Law or prior action by dhimantAI.
• All information you provide is accurate, current, and complete, and you will keep it updated.
• You will safeguard your login credentials and be responsible for all activity under your account.

You must notify us immediately at security@vidyai.in of any unauthorised use of your account.

4. Licence & Access

Subject to these Terms and the Institute's Order Form, dhimantAI grants the Institute and its Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Service solely for the Institute's internal educational purposes.

You shall not, and shall not permit any third party to:

• Copy, modify, translate, port, reverse-engineer, decompile, disassemble, or attempt to derive the source code, structure, or ideas underlying the Service, except to the extent such restriction is expressly prohibited by Applicable Law.
• Resell, sublicense, rent, lease, lend, or otherwise commercially exploit the Service to any third party.
• Use the Service to build, train, or improve a competing product, machine-learning model, or dataset.
• Access the Service through automated means (bots, scrapers, crawlers) without prior written consent, except standard search-engine indexing of public marketing pages.
• Probe, scan, or test the vulnerability of the Service or circumvent any security feature, rate limit, or access control.
• Remove, obscure, or alter any proprietary, copyright, trademark, or confidentiality notices.

5. Acceptable Use Policy

You agree not to use the Service to:

• Violate any Applicable Law, third-party right, or these Terms.
• Upload, transmit, or generate content that is unlawful, obscene, pornographic, defamatory, hateful, harassing, threatening, or otherwise objectionable; or that harms minors in any way.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Upload malware, viruses, ransomware, or any code intended to damage, disable, or compromise the Service or any system.
• Interfere with, disrupt, overload, or gain unauthorised access to any part of the Service, servers, or networks connected to the Service.
• Engage in academic dishonesty in a manner that subverts the pedagogical design of the Service — for example, attempting to extract direct answers to live-exam questions from the Socratic tutor.
• Use the Service to generate content that infringes intellectual-property rights of any third party.

We reserve the right to investigate and take appropriate action, including content removal, account suspension, termination, and reporting to law-enforcement authorities.

6. Role-specific Terms

6.1 Students and Parents / Guardians

• Your access is contingent upon enrolment with an Institute that has a subscription. When that enrolment ends, your access to the Service may end.
• If you are a parent or lawful guardian of a student below 18, you consent, on behalf of the child, to the processing described in the Privacy Policy and to the child's use of the Service under your supervision.
• You acknowledge that progress reports, session summaries, and performance analytics may be visible to the Institute, teachers, and parents.

6.2 Teachers and Mentors

• You will use Customer Data only for legitimate pedagogical, mentoring, and reporting purposes as directed by the Institute.
• You will not download, export, or share student data outside the Service except as authorised by the Institute and permitted under Applicable Law.

6.3 Administrators / Management

• You are responsible for provisioning Authorised Users, configuring access controls, and enforcing the Institute's internal policies on the use of the Service.
• You represent that you have the requisite consents under the DPDP Act and any other Applicable Law to enable processing of personal data of your Authorised Users through the Service.

7. AI-Generated Content & Educational Disclaimer

The Service uses artificial intelligence, including large language models, speech-to-text and text-to-speech systems, and pedagogical reasoning engines. You acknowledge that:

• AI-generated responses may be incomplete, imprecise, or occasionally incorrect, and should be verified by a qualified teacher or authoritative reference, especially for examinations, medical/legal topics, or other high-stakes decisions.
• The Service is an educational support tool. It is not a substitute for qualified human instruction, medical, legal, financial, psychological, or professional advice.
• The Service is designed to use Socratic pedagogy and will intentionally avoid giving direct answers in many contexts; this is a feature, not a defect.
• You are responsible for using your own judgement and for any decisions taken based on output from the Service.

To the maximum extent permitted by Applicable Law, dhimantAI disclaims liability for reliance on AI-generated content.

8. Institute Responsibilities

The Institute is solely responsible for:

• Obtaining and maintaining all necessary consents (including verifiable parental consent for children) required under the DPDP Act and other Applicable Law before collecting or sharing Authorised User data with dhimantAI.
• Accuracy and legality of the Customer Data provided to the Service.
• Managing Authorised User access, enforcing password policies, and promptly revoking access on role change or separation.
• Lawful notification of Authorised Users about the Institute's use of the Service.
• Any configurations or customisations of the Institute's dedicated instance.
• Complying with all laws applicable to the Institute as a regulated educational body.

9. Fees, Billing & Taxes

• Fees. Fees are set forth in the applicable Order Form. Except as expressly stated, all fees are non-refundable and non-cancellable, and paid in Indian Rupees (INR).
• Invoicing. Unless specified otherwise, invoices are issued in advance per Subscription Term.
• Payment Terms. Undisputed invoices are payable within 15 days of invoice date. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and may result in suspension of the Service after reasonable notice.
• Taxes. Fees exclude all applicable taxes, duties, and cess, including GST, which shall be borne by the Institute. Where required, the Institute shall deduct tax at source and provide TDS certificates.
• Changes. We may revise fees for renewal terms with at least 60 days' prior written notice.
• Payment Processors. Payments are handled through third-party PCI-DSS-compliant processors. We do not store full card numbers or banking credentials.

10. Intellectual Property

As between the parties, dhimantAI and its licensors retain all right, title, and interest in and to the Service, including all software, models, algorithms, datasets (excluding Customer Data), documentation, trademarks, designs, and all derivative works thereof. These Terms do not transfer any intellectual-property rights to you other than the limited licence expressly granted above.

The Institute retains all right, title, and interest in and to Customer Data. You grant dhimantAI a non-exclusive, royalty-free, worldwide licence to host, store, process, transmit, display, and otherwise use Customer Data solely to the extent necessary to provide, secure, support, and improve the Service for the Institute's benefit, and in accordance with the Privacy Policy.

Feedback. Any suggestions, ideas, or feedback you provide about the Service are provided on a non-confidential basis, and dhimantAI may freely use and incorporate such feedback without obligation to you.

11. Customer Data & Data Protection

• dhimantAI processes personal data within Customer Data as a Data Processor on behalf of the Institute (as Data Fiduciary / Controller) in accordance with the DPDP Act and applicable Data Processing Addendum ("DPA").
• Customer Data is hosted on isolated, dedicated infrastructure for each Institute. No student-level or Institute-level data is shared across Institutes.
• dhimantAI will not use Customer Data to train any shared or foundation model. Any in-instance improvement occurs only within the Institute's own environment and only where contractually permitted.
• Further details on collection, use, retention, and rights are in our Privacy Policy.

12. Third-party Services & Integrations

The Service may interoperate with third-party services (e.g., cloud hosting, speech providers, LLM providers, SMS/OTP gateways, payment processors, LMS or SIS systems). Those third-party services are governed by their own terms and privacy policies. dhimantAI is not responsible for the acts, omissions, or content of any third-party service, but we contractually require our sub-processors to meet applicable confidentiality and security standards.

13. Confidentiality

Each party may disclose to the other party non-public information that is identified as confidential or would reasonably be understood to be confidential ("Confidential Information"). The receiving party shall (a) use Confidential Information only for purposes of these Terms, (b) protect it using at least the same degree of care it uses for its own information of similar sensitivity, and in no event less than reasonable care, and (c) not disclose it to any third party except to employees, contractors, or advisors bound by equivalent confidentiality obligations and with a need to know.

Confidential Information excludes information that (i) is or becomes publicly available without breach of these Terms, (ii) was known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the other party's Confidential Information.

14. Suspension & Termination

14.1 By dhimantAI

We may suspend or terminate access to the Service (in whole or in part) immediately if:

• You materially breach these Terms and fail to cure the breach within 15 days of written notice (where cure is possible).
• Your use of the Service poses a security, legal, or reputational risk to dhimantAI, the Institute, other users, or third parties.
• The Institute fails to pay undisputed fees after reasonable notice.
• Required by a court order, regulator, or Applicable Law.

14.2 By the Institute

The Institute may terminate its subscription as set out in its Order Form, or for material breach by dhimantAI that remains uncured for 30 days after written notice.

14.3 Effect of Termination

Upon termination: (a) all licences granted terminate; (b) Authorised Users' access is disabled; (c) dhimantAI will make Customer Data available for export for 30 days post-termination and thereafter delete or anonymise it in accordance with the DPA and the Privacy Policy, except where retention is required by law; (d) accrued payment obligations and sections that by their nature survive (including IP, confidentiality, liability, indemnity, governing law, and dispute resolution) shall survive.

15. Warranties & Disclaimers

dhimantAI warrants that it will provide the Service materially in accordance with its documentation and the Order Form, with reasonable skill and care, and using industry-standard security measures.

EXCEPT AS EXPRESSLY PROVIDED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DHIMANTAI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTCOMES SUCH AS EXAMINATION RANKS, SCORES, OR ADMISSIONS WILL BE ACHIEVED.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE INSTITUTE TO DHIMANTAI FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• WHERE THE USER IS NOT AN INSTITUTE (E.G., A STUDENT, PARENT, OR TEACHER), THE TOTAL AGGREGATE LIABILITY OF DHIMANTAI TO SUCH USER SHALL NOT EXCEED INR 5,000.

The foregoing limitations do not apply to (a) each party's indemnification obligations, (b) breach of confidentiality or intellectual-property obligations, (c) payment obligations, or (d) liabilities that cannot be limited under Applicable Law (including gross negligence, wilful misconduct, or fraud).

17. Indemnity

By dhimantAI. We will defend the Institute against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes such third party's Indian intellectual-property rights, and pay any amounts finally awarded against the Institute or agreed in settlement, subject to the limitations in Section 16.

By the User / Institute. You will defend and indemnify dhimantAI and its personnel from and against any third-party claim arising out of (a) Customer Data or your use of the Service in breach of these Terms, (b) your violation of Applicable Law, or (c) infringement of a third-party right by Customer Data or your configuration of the Service.

The indemnified party shall promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defence and settlement (provided that no settlement that imposes obligations on the indemnified party shall be entered without its prior consent, not to be unreasonably withheld).

18. Force Majeure

Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labour dispute, cyber-attacks not attributable to the failure of the party's own security controls, failure of internet service providers or cloud infrastructure providers, or acts of government or regulatory authorities. The affected party shall promptly notify the other party and use reasonable efforts to resume performance.

19. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

20. Dispute Resolution

1. Good-faith negotiation. Any dispute, controversy, or claim arising out of or relating to these Terms shall first be addressed through good-faith negotiation between senior representatives of the parties for a period of 30 days.
2. Arbitration. If the dispute is not resolved, it shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties (and in default, appointed as per the said Act). The seat and venue of arbitration shall be Hyderabad, Telangana, India. The language of arbitration shall be English. The arbitral award shall be final and binding on the parties.
3. Courts. Subject to the arbitration clause, the courts at Hyderabad, Telangana, shall have exclusive jurisdiction. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

21. Grievance Officer

In accordance with the DPDP Act, the Information Technology Act, 2000, and the Consumer Protection (E-Commerce) Rules, 2020, complaints regarding the Service or any content on the Service may be addressed to:

22. Changes to these Terms

We may amend these Terms from time to time. For material changes, we will provide reasonable notice through the Service, email to the Institute's administrative contact, or in-app notification at least 15 days prior to the change taking effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service; the Institute's termination rights remain as set out in its Order Form.

23. General

• Entire Agreement. These Terms, together with the applicable Order Form, DPA, and the Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements.
• Order of Precedence. In the event of a conflict: the Order Form prevails over these Terms, and these Terms prevail over the DPA with respect to commercial matters, while the DPA prevails with respect to data-protection matters.
• Assignment. You may not assign these Terms without dhimantAI's prior written consent. dhimantAI may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets.
• Notices. Notices under these Terms must be in writing to legal@vidyai.in and shall be deemed given upon delivery.
• Waiver & Severability. A failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remainder continues in effect and shall be reformed to the minimum extent necessary to be enforceable.
• Relationship. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
• No Third-party Beneficiaries. There are no third-party beneficiaries to these Terms.
• Language. These Terms are executed in English. Translations are for convenience only; the English version prevails in case of conflict.

24. Contact

For any questions about these Terms, please contact us at legal@vidyai.in or through the contact channels on vidyai.in.