Legal
These Terms govern your access to and use of Orange Caterpillar's applied-AI capability platforms, diagnostics, curriculum, templates, learning programs, faculty enablement, analytics and related services, including SWISH, First Build, Just Build Foundation, Just Build Ventures, Just Build Studio, Built by Her and any successor or related offerings.
The following terms and conditions (the "Terms") form a binding agreement between Orange Caterpillar, incorporated under the laws of India, with its registered office at 129/1 Adarsh Palm Meadows, Whitefield Main Road, Ramagondanahalli, Bangalore 560066 ("Orange Caterpillar", "we", "us" or "our"), and the institution, company or other entity identified as the customer in the applicable Order Form ("you" or "your"). We and you are each a "Party" and together the "Parties".
1.1 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.
1.2 "AI Features" means features of the Services that use machine learning, generative AI, large language models, agents, automated assessment, recommendation or similar computational techniques, including third-party AI models.
1.3 "Applicable Data Protection Law" means the Digital Personal Data Protection Act, 2023 and rules and notifications issued under it, in each case to the extent in force and applicable; the Information Technology Act, 2000; the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 to the extent applicable and not superseded; and any other Indian law governing privacy, data protection, cybersecurity or breach notification applicable to the processing.
1.4 "Applicable Law" means all statutes, rules, regulations, governmental orders and binding directions applicable to a Party, the Services or the relevant activities, including education, intellectual property, consumer protection, taxation, anti-bribery, sanctions, cybersecurity and data protection laws.
1.5 "Authorised User" means a student, faculty member, employee, administrator, mentor or other individual whom you authorise to use the Services within the licence scope stated in an applicable Order Form.
1.6 "Customer Data" means all data, prompts, text, files, records, rosters, responses, scores, projects, code, images, audio, video, submissions and other content submitted to, collected through, generated within or otherwise processed by the Services on your or an Authorised User's behalf. Customer Data excludes Usage Data and Orange Caterpillar Materials.
1.7 "Customer Materials" means materials, trademarks, curriculum, datasets, instructions and other content supplied by or for you independently of the Services.
1.8 "De-identified Data" means data derived from Customer Data or use of the Services that has been aggregated, anonymized or otherwise processed so that it does not identify and is not reasonably capable of being linked to you or an identifiable individual.
1.9 "Documentation" means our then-current user guides, program guides, policies and technical documentation made available for the Services.
1.10 "Fees" means all subscription, licence, implementation, faculty enablement, training, professional service, usage, travel and other fees stated in an Order Form.
1.11 "Intellectual Property Rights" means patents, copyrights, moral rights, database rights, design rights, trademarks, trade names, domain names, trade secrets, confidential information, know-how and all other intellectual or industrial property rights, whether registered or unregistered.
1.12 "Orange Caterpillar Materials" means the Services, Platform, Documentation, software, source and object code, models, model configurations, agent frameworks, prompt libraries, SWISH methodology and archetypes, AI frameworks, curriculum, courseware, assessments, rubrics, templates, use cases, dashboards, visualisations, certification materials, methodologies, know-how, branding and all improvements and derivatives of the foregoing.
1.13 "Order Form" means an order form, statement of work, proposal expressly incorporated into an order form, online ordering document or similar document accepted by both Parties that identifies the Services and references these Terms.
1.14 "Output" means content or results generated by an AI Feature in response to Customer Data or an Authorised User's instructions.
1.15 "Personal Data" means digital personal data or personal information relating to an identifiable individual, as defined under Applicable Data Protection Law.
1.16 "Platform" or "Services" means the hosted software, portals, learning environments, diagnostics, analytics, content, AI Features and associated services identified in an Order Form, including updates made generally available by us.
1.17 "Professional Services" means implementation, onboarding, configuration, faculty enablement, workshops, certification, content mapping, program delivery support, advisory and other services stated in an Order Form.
1.18 "Security Incident" means a confirmed unauthorised access to, acquisition, use, disclosure, alteration, loss or destruction of Personal Data processed by us on your behalf, excluding incidents to the extent caused by you or an Authorised User.
1.19 "Subscription Term" means the period during which you are entitled to access the relevant Services under an Order Form.
1.20 "Third-Party Services" means third-party models, software, hosting, APIs, websites, plug-ins, tools or services used with, linked from or integrated into the Services.
1.21 "Usage Data" means technical, operational, telemetry, log, performance and usage data relating to the operation, security and use of the Services, excluding identifiable Customer Data except where needed to provide, secure or support the Services.
2.1 These Terms apply to each Order Form. Each Order Form is a separate commercial commitment and is not binding until accepted by authorised representatives of both Parties. Any purchase order you issue is administrative only, and any additional or conflicting purchase-order terms are void.
2.2 If there is a conflict, the following order of precedence applies: (a) the Order Form, but only where it expressly identifies the provision of these Terms being varied; (b) these Terms; (c) the Schedules; and (d) the Documentation.
2.3 By accepting an Order Form that links to these Terms, you confirm that you have reviewed and accepted the version stated in that Order Form or displayed at the linked webpage on the Order Form date. Authorised Users are not parties to these Terms or third-party beneficiaries, but you must ensure that they comply with the provisions that apply to their use. We may require them to acknowledge user-facing notices or policies that are consistent with these Terms.
3.1 Subject to payment of Fees and compliance with these Terms, we grant you during the applicable Subscription Term a limited, non-exclusive, non-transferable and non-sublicensable right to permit the number and category of Authorised Users stated in the Order Form to access and use the Services solely for your internal educational, training, capability-building, innovation, placement-readiness and institutional reporting purposes. Unless the Order Form states otherwise, licences may not be shared concurrently or transferred to third parties.
3.2 We may update, improve or modify the Services during the Subscription Term, provided we do not materially reduce the core functionality purchased. Features identified as free, beta, pilot, preview or experimental may be changed or discontinued at any time and are provided without service levels.
3.3 No source code, model weights, underlying prompts, system instructions, scoring logic, proprietary datasets or internal architecture are licensed or transferred except to the limited extent expressly stated in an Order Form.
4.1 You are responsible for: (a) selecting and authorising users; (b) maintaining accurate user and licence records; (c) configuring access and security settings under your control; (d) all activity under accounts that you control; and (e) promptly disabling access when an Authorised User is no longer eligible.
4.2 You must ensure that Authorised Users comply with these Terms and the Documentation. Their acts and omissions are treated as your acts and omissions for purposes of these Terms. You must obtain and maintain all notices, permissions, consents and other legal bases required to provide Customer Data to us and to permit the contemplated processing, including verifiable consent of a parent or lawful guardian where required for an Authorised User who is a child under Applicable Data Protection Law.
4.3 You must not: (a) sublicense, resell, transfer or make the Services available to any third party except Authorised Users; (b) modify, translate, reverse-engineer, decompile or disassemble the Services; (c) use the Services to develop a competing product; (d) circumvent any usage limits or access controls; (e) use the Services for benchmarking without consent; or (f) remove or obscure any proprietary notices.
4.4 You must promptly notify us at hello@orangecaterpillar.com of any known or reasonably suspected security incident, breach of these Terms, or misuse of the Services.
5.1 You will pay Fees in the currency and by the due dates stated in the Order Form. Unless stated otherwise, Fees are due within thirty (30) days of the invoice date and are non-refundable except as expressly set out in these Terms.
5.2 We may charge interest on overdue amounts at one-and-a-half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until payment is received. We may also suspend access on written notice if any undisputed payment is more than fifteen (15) days overdue.
5.3 All Fees are exclusive of applicable taxes, levies and duties, including GST. You are responsible for all such taxes, other than taxes on our net income.
5.4 We may adjust Fees on renewal by giving at least sixty (60) days' written notice before the end of the then-current Subscription Term.
6.1 Each Party will comply with Applicable Data Protection Law in its collection, storage, processing, use and disclosure of Personal Data in connection with the Services.
6.2 You are the data fiduciary or controller of Customer Data. We process Personal Data included in Customer Data as a data processor or consent manager acting on your instructions. We will process such Personal Data only to provide the Services and as otherwise permitted by these Terms.
6.3 We will implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised access, disclosure, alteration or destruction, consistent with Applicable Data Protection Law and industry standards.
6.4 We will notify you without undue delay, and in any event within seventy-two (72) hours of becoming aware of a Security Incident, and will provide reasonable assistance with any required notification to regulators or affected individuals.
6.5 Subject to our retention obligations under Applicable Law, we will, at your written request and within thirty (30) days of the end of the Subscription Term, delete or return Customer Data and certify deletion.
6.6 We may process Usage Data and De-identified Data to operate, improve, secure and develop our products and services and to publish aggregated insights, provided such processing does not identify you or any individual.
6.7 Where you enrol minors or individuals requiring parental consent under Applicable Data Protection Law, you are solely responsible for obtaining and maintaining valid, verifiable consent before providing their Personal Data to us.
7.1 We maintain a security programme that includes reasonable administrative, physical and technical safeguards appropriate to the nature and sensitivity of the data processed.
7.2 You are responsible for the security of your systems, networks and credentials used to access the Services and for all activity occurring under your accounts. You must not share credentials and must promptly revoke access for departing Authorised Users.
7.3 You must not conduct penetration testing, vulnerability scanning or security research on or using the Services without our prior written approval.
8.1 AI Features may produce Output that is inaccurate, incomplete, biased, outdated or otherwise unreliable. You are solely responsible for evaluating, verifying and deciding whether to use or act on any Output. Output is not professional, legal, medical, financial, regulatory or academic advice.
8.2 You must not use Output, or permit Authorised Users to use Output, to make fully automated decisions with legal or similarly significant effects on individuals, including admissions, grading, employment, credit, health or disciplinary decisions, without appropriate human review.
8.3 You acknowledge that AI models may be updated or replaced during the Subscription Term. We will use commercially reasonable efforts to maintain material consistency in functionality but do not warrant identical Output across model versions.
8.4 To improve safety, quality and performance, AI model providers may process inputs and outputs in accordance with their terms. We will identify material third-party AI providers in the Documentation.
9.1 Orange Caterpillar Materials are and remain the exclusive property of Orange Caterpillar and its licensors. No title to or ownership of any Orange Caterpillar Materials is transferred to you.
9.2 Customer Data and Customer Materials are and remain your property. You grant us a limited, non-exclusive licence to use Customer Data and Customer Materials to provide the Services and as otherwise permitted by these Terms.
9.3 As between the Parties, you own work created by Authorised Users using the Services as part of a program ("Participant Work"), subject to the licence in Clause 9.4 and third-party rights in any AI-generated content embedded in it.
9.4 You grant us a non-exclusive, royalty-free licence to use Participant Work, Customer Data and Customer Materials to provide, support, secure, maintain and improve the Services, and to generate De-identified Data and aggregated insights. We will not publicly identify you or any individual as the source without consent.
9.5 Each Party will promptly notify the other of any suspected infringement of the other's intellectual property and will cooperate in addressing it. You must not incorporate third-party open-source software or third-party content into deliverables submitted to us if doing so would impose obligations on our intellectual property or create liability for us. You represent that Customer Data and Participant Work do not infringe third-party rights or contain unlawfully infringing code. Open-source software and third-party content remain subject to their applicable licences.
9.6 If you or an Authorised User provide suggestions or feedback, we may use them without restriction or payment, provided we do not identify you publicly without written consent.
10.1 "Confidential Information" means non-public information disclosed by or for a Party that is marked confidential or that a reasonable person would understand to be confidential, including business plans, technology, security information, pricing, Customer Data, Orange Caterpillar Materials and the terms of non-public Order Forms.
10.2 The receiving Party will: (a) use Confidential Information only to perform or receive the Services and exercise rights under these Terms; (b) protect it using at least reasonable care; and (c) disclose it only to personnel, Affiliates, advisers and subcontractors who need to know and are bound by confidentiality obligations at least as stringent as these Terms.
10.3 Confidential Information excludes information that the receiving Party can demonstrate: (a) is or becomes public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without a confidentiality duty; or (d) is independently developed without use of the disclosing Party's Confidential Information.
10.4 A Party may disclose Confidential Information where legally required, after giving advance notice where lawful and reasonable assistance to seek protective treatment. The receiving Party remains responsible for unauthorised disclosure by its recipients.
10.5 These confidentiality obligations continue for five (5) years after disclosure, except that trade secrets and Personal Data remain protected for so long as they remain protected under Applicable Law or retain their confidential character.
10.6 Each Party acknowledges that unauthorised use or disclosure may cause irreparable harm for which damages are inadequate, and the affected Party may seek injunctive or equitable relief in addition to other remedies.
11.1 Each party warrants that it has full power and authority to enter into and perform these Terms and each Order Form, and that the person accepting them is duly authorised.
11.2 We warrant that, during the applicable Subscription Term: (a) the paid Services will materially conform to the Documentation when used as permitted; and (b) Professional Services will be performed with reasonable skill and care.
11.3 Your exclusive remedy for breach of Clause 11.2 is for us to use commercially reasonable efforts to correct or reperform the affected Service. If we cannot do so within a reasonable period, you may terminate the materially affected Order Form and receive a prorated refund of prepaid Fees for the unused period of the terminated affected Service.
11.4 The warranty does not apply to issues caused by Customer Data, your systems, misuse, unauthorised modifications, Third-Party Services, internet or telecommunications failures, or use contrary to Documentation.
12.1 Except for the express warranties in Clause 11 and to the maximum extent permitted by law, the Services, Professional Services, Orange Caterpillar Materials, AI Features and Output are provided "as is" and "as available". We disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation and compatibility with all systems or tools.
12.2 We do not guarantee any employment, placement, salary, academic, accreditation, ranking, funding, revenue, venture, adoption, investment, productivity, cost-saving or other outcome. You remain solely responsible for curriculum approval, credit recognition, submissions to statutory or accreditation bodies, and all representations made to students, parents, regulators or the public.
12.3 The Services may depend on Third-Party Services. We are not responsible for changes, suspension, output, terms or failures of Third-Party Services outside our reasonable control, but we will use commercially reasonable efforts to provide workarounds where practical.
12.4 Certificates, diagnostics, scores, dashboards and institutional evidence generated through the Services are programme records only. They do not constitute a degree, statutory certification, regulatory approval, professional licence or independent accreditation unless expressly stated in an Order Form.
13.1 We will defend you against a third-party claim that your authorised use of the paid Services infringes any patent, copyright or trademark, and will pay damages finally awarded or amounts approved in settlement, provided you promptly notify us, give us sole control of the defence and settlement, and provide reasonable cooperation.
13.2 We have no obligation for claims arising from Customer Data, Participant Work, Customer Materials, Third-Party Services, combinations not supplied by us, unauthorised modification or use, continued use after notice, or compliance with your instructions. If a claim is likely, we may procure continued use, modify or replace the affected item, or terminate the affected Service and refund prepaid Fees for its unused period. This Clause states your exclusive remedy for infringement claims.
13.3 You will defend and indemnify us, our Affiliates and personnel against third-party claims, regulatory proceedings, losses, damages, penalties and reasonable costs arising from: (a) Customer Data, Customer Materials or Participant Work; (b) your or an Authorised User's unlawful or unauthorised use of the Services or Output; (c) your breach of Clauses 4, 7, 8 or 9; (d) failure to provide required privacy notices, consents or permissions, including for children; or (e) claims by students, parents, faculty, employees or third parties arising from your programme administration, academic decisions, student-fee recovery or venture activities, except to the extent caused by our breach of these Terms.
13.4 The indemnified Party must promptly notify the indemnifying Party of any claim and provide reasonable cooperation. The indemnifying Party must not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or restricts the indemnified Party without its prior written consent, not to be unreasonably withheld.
15.1 These Terms start on the date the first Order Form referencing them is accepted or, if earlier, when you first access the paid Services on behalf of an institution or business (the "Effective Date"). They continue for one (1) year and automatically renew for successive one-year periods unless either Party gives at least sixty (60) days' notice of non-renewal before the end of the then-current term. In all cases, these Terms remain effective for any Order Form that continues beyond the master term.
15.2 Either Party may terminate an Order Form or these Terms for material breach if the breach is not cured within thirty (30) days after written notice. A Party may terminate immediately if the other Party becomes insolvent, ceases business or enters liquidation other than for a solvent restructuring.
15.3 We may suspend access on notice where reasonably necessary to prevent a security threat, unlawful activity, material harm to the Services or others, a material violation of these Terms, or overdue payment. Where practicable, we will limit the suspension and work with you to restore access promptly after the issue is resolved.
15.4 On expiry or termination: (a) all access rights end; (b) you must cease using Orange Caterpillar Materials; (c) accrued payment obligations remain due; (d) termination does not entitle you to a refund except where expressly stated; and (e) provisions intended by nature to survive will survive, including payment, intellectual property, confidentiality, disclaimers, indemnities, liability, data retention and general terms.
15.5 Termination of these Terms does not automatically terminate an Order Form unless the termination notice expressly states so and a termination right exists. Termination of one Order Form does not terminate any other Order Form.
16.1 Each Party will comply with Applicable Law applicable to its performance, including anti-bribery and anti-corruption law. Neither Party will offer or accept an improper payment or benefit in connection with the Services.
16.2 You are solely responsible for compliance with laws, university statutes, board or trust rules, institutional policies, safeguarding obligations, disability accommodations, academic integrity and any consent required to charge students or include programme costs in student fees.
16.3 You must not state or imply that we, a programme, certificate or Output are approved, accredited or endorsed by a regulator or accreditation body unless we have expressly authorised the wording.
16.4 You control admissions, academic grading, disciplinary action, placement decisions, internships, student ventures, external-stakeholder projects and Demo Day participation. We do not act as employer, principal, partner, fiduciary or agent for any student venture.
16.5 You are responsible for health, safety, campus access, venue arrangements, participant conduct and safeguarding for any in-person Professional Services delivered at your premises or a venue controlled by you.
17.1 Neither Party may use the other Party's name, logo or trademarks in public marketing without prior written approval, except that you may identify us as a programme provider in factual internal and student communications consistent with our brand guidelines.
17.2 The Order Form may authorise us to identify you as a customer or publish a case study. Any use will be subject to brand guidelines that you make available in advance.
17.3 We may publish or share aggregated and De-identified Data, benchmarks, research and insights, provided they do not identify you or an individual as the source.
18.1 Notices. Legal notices must be in writing and sent by hand, recognised courier or email to the addresses in the Order Form, with a copy to the legal contact if specified. Notices are effective on delivery, or for email, when no delivery-failure notice is received. Notices to us should also be copied to hello@orangecaterpillar.com.
18.2 Assignment. Neither Party may assign these Terms or an Order Form without the other Party's prior written consent, which must not be unreasonably withheld, except to an Affiliate or in connection with a merger, reorganisation or sale of substantially all relevant assets, provided the assignee is not a direct competitor of the other Party and assumes the obligations.
18.3 Subcontracting. We may subcontract performance but remain responsible for our contractual obligations.
18.4 Force majeure. Neither Party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, epidemic, war, civil disturbance, governmental action, power, internet or telecommunications failure, labour disruption or failure of a critical third-party provider, except that payment obligations for Services already provided are not excused. The affected Party will use reasonable efforts to mitigate.
18.5 Independent contractors. The Parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, agency or fiduciary relationship.
18.6 Third-party beneficiaries. No person other than the Parties and permitted assignees has rights under these Terms. Authorised Users are not third-party beneficiaries.
18.7 Waiver and severability. A waiver must be in writing and applies only to the specific instance. If any provision is legally invalid, it will be modified to the minimum extent necessary to be valid and the remainder will continue to be enforceable.
18.8 Electronic acceptance and stamping. These Terms and Order Forms may be accepted in counterparts and by electronic signature or other electronic acceptance. Electronic records and signatures are intended to be valid under the Information Technology Act, 2000 and Applicable Law. Each Party will bear stamp duty allocated to it by law and will cooperate to ensure proper stamping.
18.9 Governing law and arbitration. These Terms and each Order Form are governed by the laws of India, excluding conflicts-of-law principles. Any dispute not resolved through good-faith senior-management discussions within thirty (30) days will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed by the Parties. If the Parties do not agree within fifteen (15) days, either Party may seek appointment under Section 11 of that Act. The seat and venue of arbitration will be Bengaluru, Karnataka; the language will be English; and the award will be binding.
18.10 Courts and interim relief. The courts at Bengaluru, Karnataka have exclusive jurisdiction for interim measures, enforcement and matters not capable of arbitration. Nothing prevents a Party from seeking urgent injunctive relief to protect confidentiality, data or Intellectual Property Rights.
18.11 Changes to these Terms. We may update these Terms by posting a revised version and changing the "Last updated" date. A revised version applies to new Order Forms and renewals entered into on or after its effective date. During a current committed Subscription Term, we may make changes that are required by law, address material security or abuse risks, clarify language, or do not materially reduce your contractual rights. Any other material adverse change will apply during that committed term only if agreed by the Parties, and otherwise from the next renewal.
18.12 Entire agreement. These Terms, the applicable Order Forms and the Schedules constitute the entire agreement regarding their subject matter and supersede prior discussions, proposals and representations. An amendment must be in writing and accepted by authorised representatives, except for updates permitted under Clause 18.11.
18.13 Interpretation. Headings are for convenience only. "Including" means "including without limitation". A reference to a law includes amendments and replacements. If these Terms are translated, the English version controls to the extent of a conflict.
Schedule 1
This Schedule forms part of the Terms. You must ensure that every Authorised User follows it.
4.1 We may investigate suspected misuse, preserve relevant records, restrict features or suspend access where reasonably necessary to protect users, the Services or third parties. Where appropriate and lawful, we will notify you and give a reasonable opportunity to address the issue.
4.2 You will cooperate with a reasonable investigation and take appropriate action regarding an Authorised User who breaches this Schedule. Serious or repeated breaches may constitute a material breach of the Terms.
Questions about these Terms? Send them to hello@orangecaterpillar.com