Master Services Agreement

This Master Services Agreement (the “Agreement”) is entered into between Pathshala Inc., a corporation organized under the laws of the Commonwealth of Virginia, United States (“Pathshala,” “we,” “us,” or “our”), and the institute, company, or individual identified during signup (“Customer,” “Institute,” or “you”). By checking the “I agree” box at signup, by accessing or using Pathshala OS, or by paying any subscription fee, you accept this Agreement on behalf of the Institute and represent that you are authorized to bind it. If you do not have that authority, or you do not agree to all of these terms, you must not use the Service.

The version of this Agreement in effect for your Institute is the version published at /legal/msa on the date you completed signup; Pathshala stores that version identifier on your Institute's record together with the timestamp and originating IP address of acceptance.

• Service means the Pathshala OS hosted software platform, including the institute portal, tutor and student portals, scheduling, communications, video meetings, recordings, course tools, compliance documents, and all related APIs, web apps, mobile apps, and modules made available by Pathshala under this Agreement.
• Customer Data means all data the Institute or its Users submit to, store in, or generate through the Service — including student rosters, course content, uploaded documents, images, meeting recordings, messages, schedules, and any personal information of the Institute's Users.
• Users means the Institute's admins, tutors, students, parents, staff, and any other persons the Institute authorizes to access the Service through its tenant.
• Subscription means the plan tier (Solo, Grow, Institute, Scale, Enterprise) and billing cycle (monthly or annual) the Institute has purchased through Pathshala's self-serve checkout or a signed order form.
• Free Tier means the Solo plan: a no-cost, limited-feature tier the Service may automatically downgrade an Institute to under §5 (Past-Due) of this Agreement.

Pathshala grants the Institute a non-exclusive, non-transferable, revocable right during the term of the Subscription to access and use the Service for the Institute's internal educational purposes, subject to this Agreement and the feature/quota limits of the purchased plan. The Service is delivered as software-as-a-service hosted on Amazon Web Services in the United States; the Institute is responsible for its own internet access, devices, and Users.

Pathshala may update, improve, replace, or discontinue features and modules of the Service from time to time. We will not materially degrade core features the Institute's current plan tier purchased without reasonable advance notice to the Institute owner's email on file.

Paid Subscriptions are billed in advance through Stripe, Inc. on the cycle the Institute selected at signup (monthly or annual) and renew automatically at the then-current published rates for the plan tier until cancelled. The Institute authorizes Pathshala (via Stripe) to charge the payment method on file for all recurring fees, applicable taxes, recording-overage charges (see §6), and any other amounts the Institute owes under this Agreement.

The Institute may cancel auto-renewal at any time from Dashboard → Account → Billing; cancellation takes effect at the end of the then-current billing period, and the Institute retains access until that period ends. Downgrading to a lower paid tier or to the Free Tier may immediately disable modules and quotas the lower tier does not include — for example, custom domains, branded portals, session recording, and additional team seats. The Institute is responsible for understanding plan-tier limits before downgrading.

If a scheduled charge for the Subscription fails — for any reason including expired card, insufficient funds, bank decline, or Stripe error — Pathshala will notify the Institute owner and any designated billing contact by email and mark the Subscription as past due. During the past-due state the Service will continue to operate so the Institute has a reasonable opportunity to update its payment method.

If the past-due balance is not cured within seventy-two (72) hours of the first failed charge, Pathshala may, at its sole discretion and without further notice, automatically downgrade the Subscription to the Free Tier. An automatic downgrade may, depending on the prior plan tier:

• disable modules that are not included in the Free Tier (for example: live classes, scheduling, recording, communications, white-label branding, custom domains, additional admins/tutors, and any add-ons);
• cause interruption, restriction, or visible “upgrade required” gating across portal pages;
• stop scheduled emails, SMS, recordings, charges, and other automations belonging to the downgraded modules; and
• cap the number of active students, tutors, and admins to the Free Tier's limits.

Customer Data is not deleted at downgrade; it is retained per §7 so the Institute can reinstate a paid plan and regain access to the previously-enabled modules. Pathshala is not liable to the Institute or any third party for any loss, damage, lost profits, lost opportunity, service interruption, or other consequence arising from an automatic downgrade triggered by the Institute's past-due payment.

All fees are non-refundable except as expressly provided in this §6. Pathshala will, in good faith, consider a refund of a paid charge if and only if the Institute submits a written refund request to admin@pathshalainc.com within twenty-four (24) hours of the time the charge was posted by Stripe. The request must come from the Institute owner's email on file and must reference the Stripe invoice or charge identifier.

Requests submitted after the 24-hour window will not be honored. Renewal charges (annual or monthly) are eligible for refund only under this same 24-hour rule. Recording-overage charges (§6) and third-party pass-through fees (e.g. Stripe processing fees, SMS charges, taxes) are not refundable. Approved refunds are issued to the original payment method and may take up to ten (10) business days to appear on the Institute's statement, depending on the issuing bank.

Plan tiers that include session recording (currently Institute and Scale) come with a monthly pool of included recording hours. The Service does not block recording when the pool is exhausted; instead, every additional hour is metered and billed on the Institute's next Stripe invoice at the per-hour rate published on the Institute's Account page (default $3.50 per hour; a platform admin may set a per-Institute rate, in which case the Institute's effective rate is shown in Account → Plan & Billing).

Charges accrue server-side from the duration of each completed recording and are surfaced on the dashboard as “Overage so far” before each invoice posts. A safety cap, equal to three times the Institute's monthly equivalent plan price, limits the maximum recording-overage that can be invoiced for a single cycle. The Institute's explicit consent to recording-overage billing is captured at signup (separate checkbox) for plans that include recording. The Institute may downgrade to a plan without recording at any time to stop accruing overage.

As between the parties, the Institute owns all right, title, and interest in and to its Customer Data. Pathshala does not sell, rent, or otherwise share Customer Data with advertisers, data brokers, or unrelated third parties. Pathshala will:

• access and process Customer Data only as necessary to deliver, secure, support, and improve the Service for the Institute, and as required by law;
• maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the data, including encryption in transit (TLS 1.2+) and encryption at rest for durable storage (AWS-managed keys);
• restrict employee and contractor access to Customer Data to those with a need to know, under written confidentiality obligations;
• isolate each Institute's data so it is not visible to other Institutes operating on the platform;
• use sub-processors (e.g., Amazon Web Services for hosting, Stripe for payments, Amazon SES for email) under written agreements that obligate them to protect Customer Data on substantially similar terms; and
• notify the Institute owner without undue delay if Pathshala confirms a security incident that has resulted in unauthorized access to or disclosure of the Institute's unencrypted Customer Data.

The Institute remains the “controller” (or equivalent) of personal data about its Users. The Institute is responsible for obtaining any required consents from its Users (including parental consent for minors), for posting a privacy notice to its Users, and for responding to its Users' data-subject requests. Pathshala will assist the Institute with such requests as a “processor” (or equivalent) on a commercially reasonable basis.

If the Institute cancels its Subscription, is downgraded to the Free Tier and abandons the portal, or otherwise stops using the Service (each, an “Offboarding Event”), Pathshala will retain the Institute's Customer Data for a period of six (6) months measured from the Offboarding Event so the Institute may export, reactivate, or migrate. After that six-month period, Pathshala will permanently delete the Institute's Customer Data from production systems on a rolling basis, except for limited records required for tax, audit, anti-fraud, or legal-hold purposes.

Expedited deletion. The Institute owner may at any time send a written deletion request to admin@pathshalainc.com asking Pathshala to delete Customer Data ahead of the 6-month schedule. Pathshala will acknowledge the request, verify the requester's authority, and complete deletion from production systems within a target window starting no sooner than seventy-two (72) hours of verification — that window is required so we can stop scheduled jobs, drain caches, complete in-flight backups, and process the deletion across multiple systems (DynamoDB tables, S3 buckets, email and SMS providers, recording storage, and search indexes). Some derived or backup copies may persist in offline backups for up to thirty (30) days after production deletion before they are overwritten on the normal rotation schedule; those copies are not used for any operational purpose.

Records required to be retained for tax, accounting, fraud, or legal-hold purposes (e.g. billing invoices, security logs of actions taken by the Institute's admins) may be retained beyond these windows for the period required by law.

The Institute is responsible for managing the lifecycle of its Users — issuing invites, assigning roles (institute admin, tutor, student, parent, staff), revoking access, and rotating credentials. Pathshala provides role-based access controls, membership management, suspension, and audit tooling in the institute admin portal; the Institute must use them. The Institute is responsible for all activity that occurs under credentials it issues or fails to revoke.

The Institute will keep its owner contact email, billing email, and billing payment method current. Notices Pathshala sends to the Institute's owner email on file are deemed delivered when sent, even if the Institute has misconfigured forwarding or the email is filtered.

The Institute and its Users retain all ownership of images, videos, documents, slides, course materials, lesson plans, quiz/test content, recordings of live sessions, brand assets, logos, and other content they upload to or generate through the Service (collectively, “Customer Content”). The Institute represents and warrants that it has all rights (including from copyright owners, models, minors' legal guardians, and any other third parties) necessary to upload and use that Customer Content on the Service.

The Institute grants Pathshala a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, transcode, cache, display, back up, and otherwise use Customer Content solely for the purpose of operating and providing the Service to the Institute and its Users (e.g., serving a recorded class to enrolled students, generating a thumbnail of a meeting recording, indexing a course for search). This license terminates when the corresponding Customer Content is deleted from the Service in the ordinary course or under §7.

Session recordings. When the Institute enables recording for a live session, the Service produces an audio / video recording for the Institute's use. The Institute is responsible for informing the session's participants that the session is being recorded and for obtaining any consent required by applicable law (including U.S. two-party-consent state laws and equivalent foreign laws). Pathshala is not responsible for the Institute's failure to obtain such consent. Recordings are Customer Content and are subject to the retention and deletion rules in §7.

Pathshala IP. The Service, its source code, object code, design, look-and-feel, the “Pathshala” and “Pathshala OS” names and logos, all documentation, and all derivative works of any of the foregoing are and remain the exclusive property of Pathshala. The Institute may not use Pathshala's names or logos in marketing or press without prior written consent.

Copyright complaints (DMCA). Pathshala respects the intellectual property of others. If you believe Customer Content on the Service infringes your copyright, send a DMCA notice to admin@pathshalainc.com identifying the copyrighted work, the allegedly infringing material (with a URL or sufficient detail for us to locate it), your contact information, a statement that you have a good-faith belief that the use is not authorized, a statement under penalty of perjury that the information is accurate and that you are authorized to act on the copyright owner's behalf, and your physical or electronic signature. We will respond in accordance with the Digital Millennium Copyright Act, including by removing or disabling access to the material and notifying the Institute that uploaded it. Repeat infringers may be suspended or terminated.

The Institute and its Users will not:

• upload, store, or transmit content that is unlawful, infringing, defamatory, harassing, sexually exploitative of minors, or otherwise objectionable;
• use the Service to send spam, unsolicited bulk email, or any communication in violation of CAN-SPAM, TCPA, or similar laws;
• attempt to gain unauthorized access to the Service, other Institutes' tenants, or any underlying system; probe, scan, or load-test the Service without prior written consent; or interfere with the Service's operation;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law expressly permits;
• use the Service to build a competing product or to benchmark it for publication without our prior written consent;
• use the Service to process or store regulated data the Institute is not legally permitted to process (e.g., U.S. HIPAA-regulated PHI absent a separate BAA, payment card data beyond what Stripe collects on its own pages); or
• misuse recording, communications, or meeting features in violation of applicable wiretap, eavesdropping, or data-protection laws.

Pathshala may suspend access to the Service, in whole or in part, without prior notice if it reasonably believes the Institute or one of its Users is violating this §11 or creating a security, legal, or operational risk.

Pathshala targets, but does not contractually guarantee in this Agreement, 99.5% monthly availability of the Service's core API for paid plans. Planned maintenance, third-party outages (e.g., AWS regional incidents, Stripe outages), force majeure, and Institute-caused issues are excluded from any availability measurement. Standard support is provided by email at hello@pathshalainc.com during U.S. Eastern business hours. Enterprise customers may purchase enhanced support and a formal SLA under a separate order form.

This Agreement starts on the Institute's acceptance and continues until terminated. Either party may terminate this Agreement for the other party's material breach if the breach is not cured within thirty (30) days of written notice. Pathshala may suspend or terminate immediately for security, legal, or non-payment reasons (see §5).

On termination, the Institute's right to access the Service ends. The Institute may, before termination takes effect, export data through the export tools in the institute admin portal. Sections that by their nature should survive — including §6 (Refunds for past charges), §8 (Customer Data), §9 (Retention & Deletion), §10 (User Access — for prior activity), §11 (IP), §14 (Warranty Disclaimer), §15 (Limitation of Liability), §16 (Indemnification), and §17 (Governing Law) — survive termination.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATHSHALA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PATHSHALA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT ANY CUSTOMER DATA WILL BE PRESERVED WITHOUT LOSS OR ALTERATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PATHSHALA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITY, OR SUBSTITUTE PROCUREMENT, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE — INCLUDING ANY AUTOMATIC DOWNGRADE UNDER §5, ANY SERVICE INTERRUPTION OR FEATURE RESTRICTION, ANY LOSS OR DELETION OF CUSTOMER DATA, OR ANY ACT OR OMISSION OF A SUB-PROCESSOR — EVEN IF PATHSHALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PATHSHALA'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, FOR ALL CLAIMS IN THE AGGREGATE, WILL NOT EXCEED THE AMOUNTS THE INSTITUTE ACTUALLY PAID TO PATHSHALA FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN.

The Institute will defend, indemnify, and hold harmless Pathshala and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and reasonable attorneys' fees arising out of (a) Customer Content or the Institute's or its Users' use of the Service in violation of this Agreement or applicable law, (b) the Institute's failure to obtain required consents from its Users (including for session recording), or (c) the Institute's alleged infringement of a third party's intellectual property or privacy rights through Customer Content. Pathshala will give the Institute prompt notice of any such claim and reasonable cooperation; the Institute will not settle a claim that imposes obligations on Pathshala without Pathshala's prior written consent.

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia, USA, without regard to its conflict-of-laws principles. The exclusive venue for any dispute arising out of or relating to this Agreement is the state or federal courts located in Loudoun County, Virginia, and each party consents to personal jurisdiction there. The UN Convention on Contracts for the International Sale of Goods does not apply.

Pathshala may update this Agreement from time to time. The effective date and version identifier at the top of this page reflect the current version. Material changes (including changes to billing, refunds, retention, or liability) will be announced to the Institute owner's email on file at least thirty (30) days before they take effect for an existing paid Subscription, unless a shorter period is required by law or to address a security or compliance issue. Continued use of the Service after the effective date of an updated Agreement constitutes the Institute's acceptance of the update.

See also our Privacy Policy for how we handle personal information.