Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Calibr learning management platform, located at https://calibr.ai and related services (collectively, the "Services") operated by Brainhive Labs Pvt. Ltd. ("Calibr", "we", "our", or "us").

By creating an account, accessing, or using our Services (including a 14-day free trial), you agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

1. Eligibility and Account Registration

You must be at least 18 years old to use Calibr. When you register, you must provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

2. Description of Services

Calibr provides an online learning management platform that enables organizations and users to create, host, manage, and analyze learning content. Services may include access to course authoring tools, analytics dashboards, templates, and integrated media libraries. Calibr may offer both paid subscriptions (governed by an Order Form or pricing plan) and free 14-day trials with limited access.

3. Free Trial

If you register for a 14-day free trial, you may use the Services at no charge during the trial period. Unless you upgrade to a paid subscription before the end of the trial, your access will automatically expire, and your data may be deleted in accordance with our retention policies.

Calibr reserves the right to modify or terminate any trial offering at its discretion.

4. License and Use Restrictions

Calibr grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your internal business or educational purposes.

You agree not to:

• Copy, modify, or create derivative works of the Services
• Reverse engineer or decompile any part of the Services
• Rent, sell, or sublicense access to third parties without explicit consent from us
• Upload unlawful, defamatory, or infringing content
• Use the Services to send spam or malicious code

5. User Content and Data Ownership

You may upload or create content ("User Content") within Calibr. You retain ownership of your User Content, but you grant Calibr a worldwide, royalty-free license to host, display, and process your content solely for the purpose of providing the Services.

You are responsible for ensuring that your User Content:

• Does not infringe on any third-party rights
• Complies with applicable law, including intellectual property and data protection laws
• Is not obscene, defamatory, or harmful

6. Payment and Renewal

Paid subscriptions are billed according to the plan selected on our pricing page or Order Form. Unless otherwise specified, fees are billed in advance and are non-refundable.

Subscriptions renew automatically for successive periods unless cancelled before the renewal date. You may cancel at any time through your account dashboard or by contacting support@calibr.ai.

Late payments may result in suspension or termination of access.

7. Termination

Calibr may suspend or terminate your account if:

• You violate these Terms, or
• You fail to pay subscription fees when due.

Upon termination:

• Your access to the Services will cease,
• You remain liable for any outstanding payments, and
• Certain provisions (such as confidentiality, indemnity, limitation of liability, and governing law) will continue to apply.

8. Intellectual Property

All rights, title, and interest in the Services — including software, code, interface design, and documentation — remain the exclusive property of Calibr. Except for the limited rights expressly granted herein, no other rights are conveyed to you.

You may not use Calibr's trademarks, logos, or brand elements without prior written permission.

9. Confidentiality

9.1 Definition of Confidential Information

For the purposes of these Terms, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, visually, electronically, or in writing, that is designated as confidential or that, by its nature or context, should reasonably be understood to be confidential. Confidential Information includes, without limitation:

• Business plans, pricing, product designs, roadmaps, and financial information
• Customer data, training content, and performance analytics
• Login credentials, technical documentation, source code, and APIs
• Any data or information generated through use of the Calibr platform that is not publicly available

However, Confidential Information does not include information that:

• (a) is or becomes publicly available without breach of these Terms
• (b) was known to the Receiving Party prior to disclosure
• (c) was independently developed by the Receiving Party without reference to the Disclosing Party's information
• (d) is lawfully received from a third party without restriction

9.2 Obligations of Confidentiality

Each party agrees to:

• (a) Maintain the confidentiality of the other party's Confidential Information using the same degree of care it uses to protect its own similar information, but in no event less than reasonable care
• (b) Use the Confidential Information solely for the purposes of performing or receiving the Services under these Terms
• (c) Not disclose the other party's Confidential Information to any third party except to employees, affiliates, contractors, or advisors who have a strict need to know such information and are bound by confidentiality obligations no less protective than those contained herein

9.3 Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall (where legally permissible) provide prompt written notice to the Disclosing Party so that it may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and will continue to treat any disclosed information as confidential to the extent permitted by law.

9.4 Data Security Measures

Calibr implements commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer data and Confidential Information stored on the platform.

These include, but are not limited to:

• Data encryption in transit and at rest
• Controlled access and authentication
• Regular vulnerability assessments
• Secure backup and recovery systems

Calibr may also anonymize or aggregate data for product improvement, analytics, or benchmarking purposes in a manner that does not identify any Customer or individual user.

9.5 Return or Destruction of Information

Upon termination or expiration of these Terms, each party shall, upon written request, return or destroy all Confidential Information of the other party, except as required to be retained for compliance, legal, or archival purposes. Any retained copies shall remain subject to the confidentiality obligations set forth herein.

9.6 Duration of Obligations

The obligations under this Section shall continue for a period of three (3) years after termination of these Terms, except for trade secrets or personal data, which shall remain confidential for as long as they retain such status under applicable law.

10. Data Protection and Privacy

Calibr complies with the Digital Personal Data Protection Act, 2023 (India) and other applicable data protection laws. By using our Services, you consent to Calibr's collection, storage, and processing of your data in accordance with our Privacy Policy.

Calibr may use aggregated or anonymized data for analytics and product improvement.

11. Warranty Disclaimer

The Services are provided on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BRAINHIVE AND ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO CUSTOMER'S ACCESS TO OR USE OF, OR CUSTOMER'S INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BRAINHIVE HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF BRAINHIVE TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT CUSTOMER HAS PAID TO BRAINHIVE FOR ACCESS TO AND USE OF THE SERVICES IN THE 6 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.

13. Indemnification

You agree to indemnify and hold harmless Calibr, its directors, employees, and affiliates from any claims, damages, or expenses arising out of:

• Your use of the Services
• Your User Content
• Your breach of these Terms or violation of any law or third-party rights

14. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Republic of India, and any disputes shall be subject to the exclusive jurisdiction of the courts in Bangalore, Karnataka. Any disputes shall first be attempted to be resolved amicably, failing which they shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed mutually by the parties. The seat of arbitration shall be Bangalore, and proceedings shall be in English.

15. Force Majeure

Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including without limitation, strikes, riots, wars, fires, epidemics, quarantine restrictions, unusually severe weather, earthquakes, explosions, acts of god or state or any public enemy, or acts mandated by any applicable laws, regulation or order (whether valid or invalid) of any governmental body. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay. Notwithstanding any other provisions of this section, should the Force Majeure Event last for more than 30 days, the non-affected party may terminate this Agreement immediately upon written notice to the affected party.

16. Changes to These Terms

Calibr may update these Terms from time to time. If material changes are made, we will notify users via email or through the platform. Continued use of the Services after changes constitutes your acceptance of the revised Terms.

17. Contact

If you have questions about these Terms, please contact: