1. "Agreement" means the terms and conditions of this SaaS License Agreement.
2. "Affiliates" refers to any corporation, association, or other entity that directly or indirectly owns,
is owned by, or is under common ownership with either Party, respectively, either currently or during
the term of this Agreement. As used in this definition, the terms "owns", "owned", or "ownership" mean
the direct or indirect possession of more than 50% of the voting securities, or equity in such business
3. "Claim" shall mean any liability, suits, claims, actions, proceedings, losses, damages, judgments and
4. "Documentation" shall mean the instructions and/or user manuals that describe installation, use,
and/or operation of the Service.
5. "Intellectual Property Rights" shall mean copyright, patents, designs, trademarks, trade names,
goodwill rights and trade secrets.
6. "SaaS" stands for Software As A Service.
7. "License Term" shall be for a limited period specified in the Agreement, unless otherwise
1. "Software" means and includes the instructions, programs and the software, called
Microsite and CRM, and other scripts including all extensions, additions, modifications, upgrades,
updates and enhancements thereto.
2. "Authorized User" shall mean any Licensee employee, contractor or supplier. Licensee shall ensure that
any person having access to or use of the Service provided to Licensee under this Agreement is subject
to an obligation of confidentiality with respect thereto at least as restrictive as the confidentiality
obligations set forth in clause 6 of this Agreement.
2.1 The Service (including any enhancements, upgrades or updates) shall be transmitted by the Licensor to
the Licensee through Microsite or Email.
3. TERM AND TERMINATION:
1. The term ("Term") of this Agreement shall commence from the date of execution of this
Agreement and shall continue till it is terminated by either Party.
2. The Licensee shall not be entitled to a refund of any payment made to the Licensor if this Agreement
is terminated by the Licensee for any reason.
3. The Licensor reserves its right to terminate this Agreement without notice, in the event that the
Licensee makes illegal use of the Service.
3.1. If the licensee uses this service or spying anyone who don't belongs to licensee organization or the
person do not affiliate with licensee organization in any manner.
3.2. If licensee redistribute this service to another organization.
3.3. If licensee use this service to track the end user behaviors & manipulate users for any kind of
3.4. If licensee use this service for recording user activity & force user for any kind of slavery.
3.5. If licensee record end user personal data using this service (e.g. banking information or any
government identity) & use that data in any kind of fraud or criminal offense.
4. Upon termination or expiration of this Agreement, Licensee shall cease all use of the Service, and all
related documentation including all confidential information in Licensee's possession, and shall so
certify in writing to the Licensor.
1. Grant of license:
1.1. Subject to the terms and conditions of this Agreement Licensor hereby grants Licensee a
non-exclusive, non-transferable, revocable license to use the Service for the Term.
1.2. The Licensee shall be provided access to the Service, and the Licensee may authorize its employees
to access it. Licensee shall be responsible for use or misuse of the Services by its Authorized
1.3. The Licensee understands and acknowledges that the Licensee shall not have the right to sublicense
or re-distribute the Service to third parties.
1.4. Nothing in this Agreement shall be considered as a grant of title or ownership in the Service to the
2. Scope of license:
2.1. In order to use the Service, you may be required to register and create a User Account with password
("User Account"). At the time of registration, you shall be required to share
information which may include personal information ("Personal
Information") including but not limited to information regarding Licensee's e-mail ID,
name, institution details, location, and other relevant details. Licensee agrees that any registration
information provided by the User shall always be accurate, correct and complete.
2.2. The Licensee shall select the package the Licensee desires to license. The Licensee shall make
payments through Cheque / Card or through online modes.
3. Maintenance & Support :
You acknowledge that while the Licensor may, at its sole discretion, provide maintenance and support for
the Service from time to time, the Licensee shall have no specific obligation whosoever from the
licensor support team to furnish such services to you, also the support & maintenance
will be included in the quote given to licensee. there will be no other charges will be charged for
support during the commitment period.
4. Updates/ Upgrades:
In the event that the Licensor launches new updates/upgrades of the Service, the Licensee may subscribe
to such upgrades/updates. In case Licensee chooses not to update/upgrade, certain features or
functionality shall not be accessible to such Licensee. All the features available in the same product
will be deliver free of charges. but in case licensee request any features which are
not in roadmap would be chargeable. the upgrades will be providing to licensee for free to charge during
the commitment period mention in the quote
5. Obligations of Licensee:
5.1. Use of the Service is based on Licensee obtaining and maintaining access to the internet, and all
equipment necessary for proper operation of the Services. Licensee is required to maintain and use
secure user names and passwords issued by Licensor, if any, for the access and use of the Service.
Licensee is responsible for all activities that occur under Licensee's user names and passwords.
Licensee shall be responsible for ensuring the security and confidentiality of such user names and
passwords, if any.
5.2. Licensee undertakes to prevent unauthorized access to, or use of, the Service and shall notify
Licensor immediately of any such unauthorized use or other known breach of security. Licensee shall
report to Licensor immediately and stop immediately any copying or distribution of the Service that is
known or suspected by Licensee.
5.3. Licensee shall abide by the acceptable use policy set out in Annexure 1 and provisions including
those related to data privacy, international communications and the transmission of technical or
update such policy as set forth therein. Any use of the Service in violation of Licensor's Privacy
Policy shall be a material breach of this Agreement.
5.4. Licensee shall be solely responsible for providing all relevant data required for the proper
operation of the Service. Licensee shall be solely responsibility for the accuracy, quality, integrity,
reliability, appropriateness, and intellectual property ownership or right to use such data.
5.5. Licensor is under no obligation ad shall not be liable to review such data for accuracy,
acceptability or potential liability. Licensee grants to Licensor all necessary licenses in and to such
data solely as necessary for Licensor to provide the Service to Licensee.
1. The Licensor licenses the Service under this Agreement to the Licensor for a subscription fee
2. Taxes: Licensee shall be responsible for and shall pay directly, any and all Taxes
relating to the performance of this Agreement and the use of the Service.
3. In the event that the Licensee fails to make payments towards the Fee or the renewal Fee thereof, as
and when they become due, the Licensor shall terminate the access of the Service to the Licensee.
1. The Licensee shall keep all information including but not limited to Service, Documentation or any
other documentation, methods, processes, data of the Users shared with respect to the Agreement as
proprietary of the Licensor and treat the same as confidential and shall not disclose such information to
any third party, except, disclose pertinent aspects of the Agreement to government and / or regulatory
authorities, as required by law.
1. Licensee shall not use the Service for any other purpose not expressly permitted by this
2. Licensee shall use all commercially reasonable precautions to protect the confidentiality of the
Service, and shall secure from all employees, agents or independent contractors having access to the
Service, agreements, at least as protective of the Service as the provisions of this clause 6, to
maintain the Service in confidence.
7. INTELLECTUAL PROPERTY RIGHTS:
1. Any and all rights to the Service, its contents and any Documentation provided therewith, including
title, ownership rights and Intellectual Property Rights therein shall remain the sole and exclusive
property of the Licensor and/or its suppliers or its licensors. Licensee shall not own any Intellectual
Property Rights with respect to the Service, customization, training material and accompanying
Documentation, including Licensor's confidential information under this Agreement. Licensee shall own
all Intellectual Property Rights with respect to data and other relevant information provided by
2. Notwithstanding anything contained in this Agreement or otherwise, nothing in this Agreement shall be
construed as a transfer in the Intellectual Property Rights of the Licensor to the Licensee.
3. The Licensee shall not use the Intellectual Property Rights of the Licensor without the prior written
consent of the Licensor. Contravention of this provision shall be construed as a material breach of this
8. DISCLAIMER OF WARRANTIES:
8.1 Licensee hereby expressly agrees and acknowledges that, except as provided in this Agreement, the
Service is provided "as is" and "as available" without any
representations, conditions, warranties or covenants whatsoever with respect to the Service, including
without limitation, any express, statutory or implied representations, warranties or conditions of
merchantability, merchantable quality, satisfactory quality or fitness for a particular purpose, or
arising otherwise in law or from a course of dealing or usage of trade, all of which are expressly
disclaimed and excluded. The Licensor does not warrant that the Service shall be error free or will
perform in an uninterrupted manner.
1. Licensee shall, defend, indemnify and hold harmless Licensor from any third party claims arising out
1.1. misuse of the Service;
1.2. breach of terms of this Agreement;
1.3. breach of applicable laws;
1. This indemnity shall survive the termination of this Agreement.
10. LIMITATION OF LIABILITY:
1. IN NO EVENT SHALL THE LICENSOR BE LIABLE TO THE LICENSEE OR A THIRD PARTY FOR ANY SPECIAL, PUNITIVE,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS,
BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF
THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE LICENSEE OR THE THIRD PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
2. IN ANY EVENT, LICENSOR'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR UNDER ANY OTHER FORM OR
LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM LICENSOR'S
NEGLIGENCE, SHALL NOT BE IN EXCESS OF THE PRORATED AMOUNT OF FEES PAID TO LICENSOR HEREUNDER IN
PRECEDING THREE (03) MONTHS OF THE EVENT WHICH IS GIVING RIGHT TO SUCH CLAIM. THE FOREGOING LIABILITY
CAP SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY
11. INDEPENDENT CONTRACTOR:
11.1 The Licensee acknowledges that this Agreement is not intended to nor does it create any
employment agreement, agency, partnership or joint venture between the Parties.
12.1 In the event of any dispute arising out of or in relation to this Agreement, the Parties shall try
and resolve the dispute amicably in good faith through negotiations. In case the dispute is not resolved
within a reasonable time, the Parties agree to submit the same for arbitration to a sole arbitrator,
mutually appointed by the Parties. In the event that the Parties cannot agree upon a sole arbitrator,
each Party shall appoint an arbitrator and the two arbitrators shall mutually appoint the third
presiding arbitrator. The arbitration proceedings shall be governed by the provisions of the Arbitration
and Conciliation Act, 1996. Arbitration proceedings shall be conducted in the English language and the
venue shall be New Delhi. The award of the arbitration proceedings shall be final and binding on the
13. GOVERNING LAW AND JURISDICTION:
13.1 This Agreement shall be governed by and construed under the laws of India. Subject to arbitration
clause above, any dispute arising out of or in relation to this Agreement shall be submitted to the sole
jurisdiction of the courts of law at new Delhi.
Without limiting the foregoing, under no circumstances shall Licensor be held liable for any damage or
loss due to deficiency in performance of the Service resulting directly or indirectly from acts of
nature, forces, or causes beyond its reasonable control, including, without limitation, internet
failures, computer equipment failures, telecommunication equipment failures, power failures, internet
outage, or any other government regulations, floods, storms, electrical failure, civil disturbances,
Any and all notices that either Party is required or may desire to give to the other Party hereunder,
shall be given by addressing the communication to the address set forth at the start of this Agreement,
and shall be served by certified or registered post. Any change to the above mentioned address shall be
informed to other Party in writing, within thirty (30) days of such change.
2. No Assignment
Neither Party may assign its rights under this Agreement without the prior written consent of the other
Party. The Licensee shall not sub-contract any of its obligations (or part thereof) under this Agreement
to any third party without the prior written consent of the Licensor.
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any
provision (or part thereof) of this Agreement shall in no way affect the validity or enforceability of
any other provision (or remaining part thereof).
No delay or failure of either Party in exercising any right and no partial or single exercise of any
right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.
Through the Service and the package selected, Licensor shall be able to upload pictures, videos, manage
its institution and website on the Licensor's platform ("Platform"). The Licensor shall
also be able to gather information about the Licensee's users. Licensor shall be provided with features
of payment analysis, real time updates, tracking of user's activities other than being able to send
automatic emails for confirmation/ payment confirmation / receipt generation /Payment reminder to the
In the duration of the commitment, its licensor responsibility to provide an error free service to the
licensee, in case of any kind of error or problem it has to be resolved, either by upgradation or manual
intervention, and for this event Licensee will cooperate with the Licensor without any allegations.
Acceptable Use Policy ("Policy")
Licensee agrees to use the Service in accordance with all applicable local, state and federal laws, and
1.1. conduct any business or activity or solicit the performance of any activity that is prohibited by
law, tortuous, or interferes upon the use of Service by other licensees and customers;
1.2. disseminate, display, send, transmit or receive any material that, to a reasonable person may be
abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening,
malicious, or violent, regardless of whether the material or its dissemination is unlawful;
1.3. disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email
including unintended sending of unsolicited commercial email due to unauthorized access to Licensee's
use of the Service, whether or not the recipient wishes to receive such mailings;
1.4. access, send, receive, display, disclose, or store any content in violation of any copyright, right
of publicity, patent, trademark, service mark, trade name, trade secret or other intellectual property
right or in violation of any applicable agreement, or without authorization;
1.5. create a false identity or to otherwise attempt to mislead any person as to the identity, source or
origin of any communication;
1.6. export, re-export or permit downloading of any message or content in violation of any export or
import law, regulation or restriction of India and its agencies or authorities, or without all required
approvals, licenses and/or exemptions;
1.7. interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or
account for which Licensee does not have authorization to access or at a level exceeding Licensee's
1.8. disseminate or transmit any virus, worms, trojan horse or other malicious, harmful or disabling
data, work, code or program;
1.9. engage in any other activity deemed by Licensor to be in conflict with the spirit or intent of the
Agreement or any Licensor policy as examples listed in this Policy are not exhaustive.
2. FAILURE TO COMPLY
Failure to comply with this Policy in Licensor's reasonable judgment may result in the immediate
termination of Service, responding to law enforcement requests, or any other action deemed necessary by
Licensor in order to protect its network, customer relationships, and commitment to the highest possible
quality of Service. Licensor will cooperate with law enforcement in cases where the Service is being
used by the Licensee for any suspected illegal activity.
Violations of this Policy are unethical and may be deemed criminal offenses. Licensee shall report to
Licensor any information Licensee may have concerning instances in which this Policy has been or is
being violated. Licensor may at any time initiate an investigation of any use of the Service for
compliance with this Policy and Licensee agrees to cooperate.
1. Intended: Attempts to exploit other devices or services on and off of Licensor's Service without the
permission or implied permission of that party are not permitted. Violations of system or network
security may result in criminal and civil liability. Licensor will cooperate with law enforcement if a
criminal violation is suspected. Licensor will limit any traffic from the offending device or network
2. Unintended: Licensor will notify customers of an exploited Software being used for potential malicious
activity. If the activity is causing severe damage or strain to other Software or networks, Licensor
will limit traffic to and from that Software immediately. Otherwise Licensor will notify the customer
and give a reasonable amount of time to secure the Software before limiting traffic to and from that
It would be licensor responsibility to secure the licensee data with Software design & routine security
In this period of commitment, the licensor will protect all the licensee data from any kind of security
breach or leakage. But in case of data leakage with any kind of force Mojave. Licensee cannot obligate
the licensor for the same.
As soon the licensee & licensor agreement gets completed & if licensee don't want to continue with the
service, then the Data will be immediately deleted from the servers & licensee will be informed for the
After the completion of the service no copy of the Licensee data could be preserved in any manner or any
purpose. If Licensee come up, for the renew of service, after the grace period of the service expire
then licensee could not obligate the licensor for his previous data loss.
Grace period will be for 7 Days; this period starts when service agreement expires & Licensee didn't
renew the license agreement or made the payment for the same.
It Licensor responsibility to inform time to time about the service status when agreement is going to
expire, licensor needs to inform the licensee using email or telephonic calls or any electronic