Customer Agreement

Effective starting: July 1, 2016

Rudra softech’s End-User License Agreement ("EULA") is a legal agreement between RUDRAM SOFTECH PVT. LTD. (“Rudra softech”, “RUDRA SOFTECH“, “RUDRAM SOFTECH“, “Licenser“, “We”), located at 321, 3rd Floor, Maruti Plaza, Nr. Vijay Park BRTS Bus Stand, Bapa Sitaram Chowk Road, Krishnanagar, Ahmedabad - 382345, Gujarat, India and "You" or “Client” means your company and you. RUDRA SOFTECH’s EduSec SOFTWARE PRODUCT(s) identified below which may include associated software components, media, printed SOFTWARE PRODUCT, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and RUDRA SOFTECH, and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.


Important Definitions:

"Intellectual Property Rights" (“IPR”) shall mean and include patents, trademarks, domain names, service marks, trade names, registered or unregistered designs, copyrights (including revision rights, rights in derivative works, and other rights), rights of privacy and publicity and other forms of intellectual or industrial property, know how, database, information, confidential Information, inventions, formulae, confidential or secret processes, trade secrets, processes including business processes, domain names, inventions, discoveries and ideas, databases, programs, source codes, software, algorithms, trade secrets, know how, concepts, creations, improvements upon, additions or any research effort relating to any of the foregoing; utility models, including design rights, trademark rights, trade secret rights, and other rights, including moral rights and any similar rights, and any other protected rights or assets and any licenses and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.

You agree and acknowledge that IPR for SOFTWARE PRODUCT shall include but not limited to following list of our SOFTWARE PRODUCT’s modules:

  1. ACADEMICS
    1. Course Management
    2. Online Test
    3. Timetable
    4. Examination
    5. Academics
    6. Student Attendance
    7. Placement
  2. HUMAN RESOURCE
    1. Employee Management
    2. Employee Configuration
    3. Leave Management
    4. Attendance
    5. Payroll
  3. STUDENT
    1. Student
    2. Enquiry
  4. FEES
    1. Fees Management
  5. COMMUNICATION
    1. Dashboard Management
    2. SMS
    3. Email
    4. Telephone Diary
    5. Helpdesk
    6. Parent Communication
  6. REPORTS CENTER
    1. Report Center
    2. Hostel Report
    3. Enquiry
    4. Attendance
    5. Exam Report
    6. Timetable
  7. ADMINISTRATION
    1. Hostel
    2. Transport
    3. Account
  8. DOCUMENT
    1. Certificate/Letters
    2. Manage Documents
    3. File Sharing
  9. LIBRARY
    1. Library Management
  10. SETTINGS
    1. Configuration
    2. Manage Users
    3. Manage User Rights
    4. Additional

“Property of Licensor”

You may obtain a copy of this software product either by downloading it remotely from our server or by manual installation of software product by our technical team on your server. The copyright, source code ownership rights, database rights and every other intellectual property rights in the programs and data which constitute software product are and remain the property of the licensor ('the licensor'). You are licensed to use them only if you accept all the terms and conditions set out below.

“Cloud Service Provider” shall mean RUDRA SOFTECH’s cloud service provider through which RUDRA SOFTECH will provide you Software as a Service (SaaS) for SOFTWARE PRODUCT. RUDRA SOFTECH has entered into a separate agreement to offer you Software as a Service (SaaS).


CLOUD COMPUTING PROVISIONS OF CLOUD SERVICE PROVIDER:

RUDRA SOFTECH has agreed and complied with various provisions specified by its Cloud Service Provider AMAZON in the below given link.

You also hereby agree and acknowledge that you have visited below given link as well you agree and acknowledge all the provisions mentioned in that link.

If you don’t agree then you shall not use RUDRA SOFTECH’S SaaS services.

AMAZON’s Legal Terms and Conditions found at https://aws.amazon.com/legal


PROVISIONS:

1. GRANT OF LICENSE

Subject to the terms and conditions of the Agreement, RUDRA SOFTECH grants to you a non-exclusive, non-transferable license to use the SOFTWARE PRODUCT. You may use the Licensed Program in executable format for its own use, and may translate or modify the Licensed Program. You may not, however, transfer or sublicense the SOFTWARE PRODUCT to any third party, in whole or in part, in any form, whether modified or unmodified.

2. LICENCE ACCEPTANCE PROCEDURE

By clicking on the "I agree" button at that time you signing/agreeing this contract, you indicate that you are eligible to accept said license and acceptance of this license agreement and the limited warranty and limitation of liability set out in this license agreement. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent ('corporate licensee'). In this license agreement, 'you' include both the reader and any corporate licensee.

3. SUBSCRIPTION FEE & PAYMENT TERMS

You agree and acknowledge complying with subscription fees and payment terms as Annexed in Annexure-A

4. PAYMENT METHOD

Payment shall be accepted through Bank Wire Transfer and Credit Card/PayPal. Credit Card/PayPal processing fees charged by our merchant service provider or the wire transfer processing fee shall be payable by you.

5. DELIVERY OF SOFTWARE PRODUCT

RUDRA SOFTECH shall use its best efforts to deliver the SOFTWARE PRODUCT as per following schedule after the receipt of the payments as per clause 3 and clause 4.

6. NON-REFUNDABLE FEE

You agree and acknowledge that you believe in our success story and take our SOFTWARE PRODUCT with confidence. You agree and acknowledge before selecting services and making payment, you have evaluated the SOFTWARE PRODUCT completely as per your requirements. You also agree and acknowledge that if you elect to cancel your SOFTWARE PRODUCT license after payment then you shall not be entitled for any refund. Further, you clearly agree and understand that refund shall not be possible considering the nature of work and related cost to the Developer. Further, considering the same reasons, you agree and acknowledge that you shall not raise any dispute with payment repository including but not limited to PayPal and others for refunding the payment. In case if you raise any such disputes then you agree, acknowledge and allow us to instruct payment repository to credit payment in our account as per this clause.

7. LICENCE RESTRICTIONS

You may not use, copy, modify or transfer the SOFTWARE PRODUCT (including its source code and any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this licence. If you transfer possession of any copy of the SOFTWARE PRODUCT to another party except as provided above, your licence gets automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify, tamper, alter, conceal, destroy, damage, delete, add, rearrange or create derivative works based on the SOFTWARE PRODUCT, except as expressly permitted by the law of this Agreement. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the SOFTWARE PRODUCT.

Further, you agree and acknowledge specific jurisdiction of Indian cyber laws namely I.T. Act, 2000 and its amendments from time to time in case of any of above activities on your part. You agree and acknowledge that you may be held responsible for various sections of Indian I.T. Act, 2000 (including amendments) including but not limited to sections 65, 66, 72A, 85,43, 43A and 45 for the aforesaid violations. You also agree and acknowledge that you may be held responsible under relevant provisions of Indian and International copyright laws and other IPR laws for aforesaid activities.

8. NO TRANSFER

The SOFTWARE PRODUCT is licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the SOFTWARE PRODUCT, on a temporary or permanent basis, without the prior written consent of the Licensor.

9. UNDERTAKINGS

You undertake to:

  1. ensure that, prior to use of the SOFTWARE PRODUCT by your employees or agents or any stakeholders, all such parties are notified of this licence and the terms of this Agreement;
  2. reproduce and include our copyright notice (or such other party's copyright notice as specified on the SOFTWARE PRODUCT) on all and any copies of the SOFTWARE PRODUCT, including any partial copies of the SOFTWARE PRODUCT;
  3. hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the SOFTWARE PRODUCT confidential and not at any time, during this licence or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor's consent.

10. COPIES

You may make copies of the SOFTWARE PRODUCT in executable code form as necessary for backup or archive purposes. You agree to maintain records of the location and use of each copy, in whole or in part, of the SOFTWARE PRODUCT. Each SOFTWARE PRODUCT is copyrighted but unpublished by RUDRA SOFTECH. You agree to reproduce and apply the copyright notice and proprietary notice of RUDRA SOFTECH to all copies made hereunder, in whole or in part and in any form, of SOFTWARE PRODUCT.

11. OWNERSHIP

The original and any copies of the SOFTWARE PRODUCT, made by you, including translations, compilations, partial copies, modifications, and updates, are the property of RUDRA SOFTECH.

12. PROPRIETARY RIGHTS

You recognize that RUDRA SOFTECH regards the SOFTWARE PRODUCT as its proprietary information and as confidential trade secrets of great value. You agree not to provide or to otherwise make available in any form the SOFTWARE PRODUCT, or any portion thereof, to any person other than employees of you without the prior written consent of RUDRA SOFTECH. You further agree to treat the SOFTWARE PRODUCT with at least the same degree of care with which you treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the SOFTWARE PRODUCT.

13. RECOGNITION OF LICENSOR'S RIGHTS –NONDISCLOSURE

At all times during the term of this license and thereafter, you will hold in strict confidence and will not disclose, use, lecture upon or publish any of the Licensor’s Proprietary Information (Physical formats as well as Computerized formats), unless an authorized executive officer of the Company expressly authorizes the same in writing. The term "Proprietary Information" shall mean, but will not be restricted to, trade secrets, confidential knowledge, data or any other information of the Company. By way of illustration but not limitation, "Proprietary Information" includes inventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques

14. TERM

This agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Subscription Term of 12 months and, thereafter, this agreement shall be renewed for successive periods of 12 months only after appropriate payment is credited.(each a Renewal Period), unless:

  1. either party notifies the other party of termination, in writing, at least [30 days] before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  2. otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

On termination of this agreement for any reason:

  1. all licenses granted under this agreement shall immediately terminate;
  2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
  3. RUDRA SOFTECH may destroy or otherwise dispose of any of the Client Data (in excel format only) in its possession unless it receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the most recent of the Client Data. RUDRA SOFTECH shall use reasonable commercial endeavors to deliver the most recent data to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by the RUDRA SOFTECH in returning or disposing of said Client Data; and
  4. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

15. TERMINATION CERTIFICATE

In the event of termination, you will immediately discontinue use of the SOFTWARE PRODUCT. Within one (1) month after termination of this Agreement, You will furnish to RUDRA SOFTECH a certificate which certifies with respect to each of the SOFTWARE PRODUCT that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the SOFTWARE PRODUCT have been destroyed.

16. MAINTENANCE SUPPORT

Licenser will provide to you the following support with respect to the SOFTWARE PRODUCT:

  1. If during the 30 days of this Agreement, you notify Licenser of a substantial program error respecting the SOFTWARE PRODUCT, or Licenser has reason to believe that error exists in the SOFTWARE PRODUCT and so notifies you, Licenser shall at its expense verify and attempt to correct such error within seven (7) working days after the date of notification. If you are not satisfied with the correction, then you may terminate this Agreement, but without refund of any amount paid to Licenser or release of any amounts due Licenser at the time of termination.
  2. In the case that you have technical questions in the use of the SOFTWARE PRODUCT during the 30 days of this Agreement, You may submit those questions to Licenser. Licenser shall provide consulting to answer such questions without charge to you within seven (7) working days.
  3. Licenser may provide you with additional support services related to the SOFTWARE PRODUCT ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.

17. WARRANTY DISCLAIMER

You clearly accept, agree and acknowledge the SOFTWARE PRODUCT is licensed to you on "as is" basis. RUDRA SOFTECH provides no warranties as to the function or use of the software product, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability or fitness for particular purpose. Entire risk as to the quality and performance of the software product is with you. Licenser does not warrant that the functions contained in the software product will meet your requirements or that the operation of the software product will be uninterrupted or error free.

In no event will the Licensor be liable to you for any damages, including any process interruptions, lost profits, lost savings, loss of data, loss of employee productivity or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such SOFTWARE PRODUCT, even if the Licensor has been advised of the possibility of such damages. Nothing in this Agreement limits liability for fraudulent misrepresentation.

The Licensor shall not be liable to provide any support if the SOFTWARE PRODUCT fails to operate in accordance with the said specifications as a result of any modification, variation or addition to the SOFTWARE PRODUCT not performed by the Licensor or caused by any abuse, corruption or incorrect use of the SOFTWARE PRODUCT, including use of the SOFTWARE PRODUCT with equipment or other software which is incompatible. Product specifications for compatibility purposes as listed at the end of this agreement in Annexure-B shall be referred properly and thoroughly before using the SOFTWARE PRODUCT.

18. PATENT, COPYRIGHT & OTHER INDEMNITY

You agree and acknowledge that RUDRA SOFTECH shall never defend at its own expense any action brought against you to the extent it is based on a claim that the SOFTWARE PRODUCT used within the scope of the license granted hereunder infringe any patent, copyright or any other proprietary right of a third party. You agree and acknowledge that RUDRA SOFTECH shall not pay any costs, damages or attorney fees finally awarded against you in such action which are attributable to such claim in any case.

In the event that a SOFTWARE PRODUCT becomes, or in RUDRA SOFTECH's opinion is likely to become, the subject of a claim of infringement of patent, copyright or trade secret, RAXCO may at its option either secure your right to continue using the SOFTWARE PRODUCT, replace or modify the SOFTWARE PRODUCT to make them not infringing, or provide You with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis.

Further, RUDRA SOFTECH shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a SOFTWARE PRODUCT in any form other than the original, unmodified form provided to You or the use of a combination of the SOFTWARE PRODUCT with hardware, software or data not supplied by RUDRA SOFTECH where the used SOFTWARE PRODUCT alone in their original, unmodified form would not constitute an infringement.

The foregoing states your entire liability for infringement or claims of infringement of patents, copyrights, other intellectual property rights or any other rights.

19. LIMITATION OF LIABILITY

RUDRA SOFTECH's liability to you under any provisions of this agreement for damages finally awarded shall be limited to the amounts actually paid hereunder by you to RUDRA SOFTECH. In no event shall RUDRA SOFTECH be liable for indirect, incidental, special, or consequential damages, including loss of use, loss of profits or interruption of business, however caused or on any theory of liability.

20. NOTICES

All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mailbox.

21. SUCCESSORS

This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

22. SEVERABILITY

In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

23. DISPUTE RESOLUTION

Mediation and Arbitration:

  1. All disputes and differences between both the parties hereto arising out of or relating to this Agreement including construction, validity, and performance thereof shall be referred to mediation of the Chief Executive Officers of both Parties (hereinafter called the “Mediators”) for resolving the same within a period of 30 (thirty) Business Days from the date of such reference. The decision of the Mediators shall be final and binding on both Parties to this Agreement. However, mediation and arbitration clause shall not apply in case of any cyber crimes mentioned in the licence restriction section 7.
  2. In the event that any dispute arising in connection with this Agreement cannot be settled mutually through mediation as stated above, the subject matter of dispute shall be submitted to 1 (one) arbitrator to be mutually decided by the Parties. If the Parties cannot agree upon a single arbitrator, there shall be 3 (three) arbitrators, 1 (one) appointed by each Party and a third selected by the 2 (two) arbitrators so appointed. All pertinent evidence on the subject matter in dispute shall be made available to the arbitrator or arbitrators and each Party shall have the right to present both orally and in writing its arguments and views on the dispute. The decision of the arbitrator or the majority of the arbitrators, as the case may be, shall be rendered in writing and shall be binding upon the Parties. The costs, charges and expenses of the arbitration shall be payable in terms of the award of the sole arbitrator or arbitrators. The venue of the Arbitration shall be Ahmedabad, Gujarat and the proceedings shall be conducted according to the Arbitration and Conciliation Act, 1996. All proceedings in any such arbitration shall be conducted in English.

24. PUBLICITY

Both the Parties agree that they shall use the name of each other in any of the promotion, marketing or announcement or press release without the prior consent of the other Party.

25. GOVERNING LAW/FORUM

This Agreement shall be governed and interpreted by the laws of the India. Ahmadabad city of Gujarat state shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.

26. NON-ASSIGNMENT

This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by you without the prior written consent of RUDRA SOFTECH.

27. FORCE MAJEURE

If the whole or any part of the performance by either Party of their respective obligations hereunder is prevented or delayed by causes, circumstances or events beyond the control of such Party, for example transportation, strikes, labor troubles, electrical failures, floods, fires, accidents, earthquakes, riots, explosions, wars, hostilities, acts of government, custom barriers, or other causes of like character beyond the control of such Party, then to the extent that such Party shall be prevented or delayed from performing all or any part of its obligations hereunder, by reason thereof despite due diligence and reasonable efforts to do so notwithstanding such causes, circumstances or events, then such Party shall be excused from performance hereunder for so long as such causes, circumstances or events shall continue to prevent or delay such performance.

28. GENERAL

  1. You agree and acknowledge that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the SOFTWARE PRODUCT are installed in order to verify compliance with this software licence.
  2. Refund in case of closure of business: RUDRA SOFTECH clearly agrees and acknowledges to provide refund for unused subscription period in case of its closure of business activities.
  3. Heading: The Clause headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
  4. Each of the parties represents, warrants and undertakes that it is duly organized and validly existing under the laws of jurisdiction in which it is established. Further, it has the requisite power and authority to execute, deliver and perform this agreement and that this agreement has been duly and validly authorized, executed and delivered by it. Also, its obligation hereunder constitutes legal, valid, binding and enforceable obligations. Additionally, the execution and delivery of this agreement and the consummation of the transactions contemplated herein don’t breach its organizational documents or any law, provisions of any contract or order of court applicable to it and don’t require any applicable government approval. The person executing this agreement is duly authorized to execute the agreement for and on behalf of the respective party and shall have the authority to bind the respective party accordingly.
  5. You agree and acknowledge that you shall maintain appropriate records relating to various transactions and shall allow RUDRA SOFTECH to examine, inspect, audit and review such records and any source documents pertaining transactions upon notice to you at least five (5) business days prior to notice.
  6. To register for the service, you must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form, including your email address and mobile number. You will protect your account and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your account. You must notify us immediately upon learning of any unauthorized use of your account or any other breach of security.
  7. This Agreement constitutes the complete and exclusive statement of the Agreement between the Licensor and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
  8. Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party's rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party's right to take subsequent action.
  9. Communication: RUDRA SOFTECH reserves the right to contact you from time to time for feedback about the Services. We may also contact you regarding service and support related issues. We reserve the right to contact you through e-mail, facsimiles, text or voice messages, notices posted on the Site. Notices shall be deemed effective at the time RUDRA SOFTECH sends them or as of the date they are posted. You consent that any emails, surveys, other information or feedback regarding the Services or the Site that you provide to RUDRA SOFTECH, except as otherwise provided in our Privacy Policy, can be used by us in any manner, including but not limited to for reviews and ratings on our or third party websites.
  10. Additional information given on site: Our site may contain information, advice, text, links to other websites and other materials ("Additional Information") that are provided for your convenience and enjoyment. You shall be aware that the Additional Information might contain errors, omissions, inaccuracies, or outdated information. RUDRA SOFTECH makes no representations or warranties as to the completeness, accuracy, adequacy, currency, or reliability of any Additional Information and shall not be liable for any lack of the foregoing. Descriptions of, or references to, products, services or publications within the Site does not construe or imply endorsement of those products services or publications.
  11. Privacy Policy & Security: It is compulsory to refer and agree with our privacy policy. We hereby declare that we have implemented reasonable security practices over your sensitive personal data. Such security controls include technical, operational, managerial and other relevant controls.
  12. Obligations while you use our site and SOFTWARE PRODUCT:

    You agree that

    • You shall not use this software product for any purpose that is unlawful and illegal. You shall use SOFTWARE PRODUCT only for those business activities which are not prohibited by any law in India.
    • You shall not try to penetrate the software product and will not implant any virus, Trojan, worm, contaminant, spyware, malware, spam, spim, scareware, bots, logic bomb, time bomb, key-loggers and any other automated tool like DOS or DDOS attack tool (Denial of Service attack) which may lead to computer related offences on our website.
    • You understand, agree and acknowledge that you may be held responsible for above criminal, fraudulent, dishonest and injurious activities under criminal offences’ sections 65, 66, 66B,84B, 84C and 85 of Indian Information Technology Act,2000 including any amendments therein based on your IP address details and other relevant log files.
    • You further agree and acknowledge that you may be held responsible under section 43 and section 45 of Indian Information Technology Act, 2000 including any amendments therein for compensating against above types of damages/attacks causing business losses to us including but not limited to financial losses, outage related losses, overheads like repairing, fixing and maintenance as well other related losses.
    • You also agree that your inability to access our services or termination of your rights due to nonpayment of dues shall not be interpreted as unauthorized access or denial of service or any type of computer related offence under I.T.Act,2000 including its amendments and rules. You clearly and categorically agree that such an issue shall be called dispute between parties which both parties shall try to resolve as per dispute resolution policy.
  13. Waiver: The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
  14. Non-poaching: Both the parties agree and acknowledge that while this Agreement is in force and for a period of twelve (12) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other's officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other's prior written consent. Both the parties understand and agree that 12 months period is reasonable after considering training and grooming time as well as investments made on human resources.
  15. Consent: The contracting parties of this agreement give their consent which is not only free but also legal and voluntarily in nature, for the purposes of entering into this contract in terms of this Agreement and related policies.
  16. Actions in Good Faith: Under this agreement, the actions of both the parties shall be deemed as actions in good faith (bona fide) unless there is evidence to the contrary.
  17. Appropriation of Payments: Unless otherwise agreed and specified in writing, both the parties agreed to the principle of Appropriation of Payments. In this context, the principle of Appropriation of the payment shall mean that: In the case of default on payment on more than two occasions, the subsequent payment shall be regarded as payment towards the fulfilment of the first debt.
  18. Injunction: You clearly agree that breach of this agreement might cause us irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to compensation and any other remedy, we shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage.
  19. Confidentiality: Both parties to the agreement undertake to keep confidential, all information (oral or written) concerning the business and affairs of the other party which has been obtained or received as a result of entering into this agreement. You categorically and specifically agree and acknowledge that all information, communication and every other material of Social Media shall be kept completely confidential.
  20. Taxes: You agree and acknowledge that we shall never be held responsible for any tax liabilities for your transactions. Further, for avoidance of doubt and notwithstanding anything to the contrary herein, You will indemnify, reimburse and hold us harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority to the extent such taxes or fees are assessed on us which is your primary legal obligation.
  21. Survival:

    Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind the parties following any expiration or termination of this Agreement.

  22. Language:
    1. All notices given under this agreement shall be in English.
    2. If there is any inconsistency between any document and any version of the same document, the English version shall be deemed as effective and authoritative.
  23. Contract Interpretations:

    In this agreement unless otherwise specified:

    1. Reference to a Subsidiary or Holding Company is to be interpreted in accordance with the Indian Companies Act;
    2. Reference to a party is reference to a party of this agreement and this includes the party’s permitted assignees and/or the respective successors in title to the whole undertaking;
    3. Reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state, or any undertaking regardless of it having a legal representative or not and notwithstanding of the law under which it exists;
    4. Reference to any statute or statutory instrument or any of its provisions shall be interpreted as a statute or statutory instrument or provisions that is re-enacted or amended from time-to-time;
    5. All words/terms denoting the singular shall include the plural and vice versa;
    6. All words/terms denoting any gender shall include all genders;
    7. All references to the clauses and Schedules shall be interpreted as reference to clauses or Schedules of this agreement.

ANNEXURE-A SUBSCRIPTION FEES & PAYMENT TERMS

Please note EduSec professional version is cloud based (SaaS) application.

  • One user means one student or one teacher or one employee profile.
  • Payment will be collected in beginning of the new year.
  • In the beginning Thirty (30) days technical support & training be provided in free.

ANNEXURE-B PRODUCT SPECIFICATIONS

This application is compatible with following Operating System & browsers:

  • Operating System :
    • Microsoft Windows
    • Linux
    • Mac OS
    • Ubuntu
  • Browsers :
    • Chrome
    • Firefox
    • Safari
    • Opera
    • Edge