1Terms and Conditions - MetaDesk

TERMS AND CONDITIONS

The terms "We" / "Us" / "Our"/”Company” individually and collectively refer to MetaDesk App and the terms "Visitor” ”User” refer to the users.


This page states the Terms and Conditions under which you (Visitor) may visit this App (“App”). Please read this page carefully. If you do not accept the Terms and Conditions stated here, we would request you to exit this App. The business, any of its business divisions and / or its subsidiaries, associate companies or subsidiaries to subsidiaries or such other investment companies (in India or abroad) reserve their respective rights to revise these Terms and Conditions at any time by updating this posting. You should visit this page periodically to re-appraise yourself of the Terms and Conditions, because they are binding on all users of this App.

USE OF CONTENT

All logos, brands, marks headings, labels, names, signatures, numerals, shapes or any combinations thereof, appearing in this site, except as otherwise noted, are properties either owned, or used under license, by the business and / or its associate entities who feature on this App. The use of these properties or any other content on this site, except as provided in these terms and conditions or in the site content, is strictly prohibited.

You may not sell or modify the content of this App  or reproduce, display, publicly perform, distribute, or otherwise use the materials in any way for any public or commercial purpose without the respective organisation’s or entity’s written permission.

Now, therefore, the Parties, intending to be legally bound, agree as follows:

  1. Definitions and Interpretation

  1. Definitions

“Business Day” shall mean any day, other than a Sunday or public holiday as defined in the Explanation to Section 25 of the Negotiable Instruments, Act 1881;

“Business Hours” shall mean the hours between 9 am IST and 5 pm IST on a Business Day;

“Client Data” shall have the meaning assigned to the term in Clause 4.7;

“Confidential Information” means any and all technical and non-technical information, including, inventions, trade secrets and proprietary information, techniques, sketches, drawings, models, reports, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae or plans related to the business of the Parties, products and services of the Parties, their suppliers and customers, and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing requirements, manufacturing requirements, customer lists, business forecasts, sales, merchandising and marketing plans and information; whether the same is provided by either Party or developed by either Party or on behalf of either Party during the Term of this Agreement;

“Documentation” shall mean the documentation provided by Vimobin to the Client, or published by Vimobin on its web-portal, containing inter alia the specifications for the use of the Software and/or the user manual of the Software, as may be updated from time to time;

“Fee” shall have the meaning assigned to such term in Clause 7.1;

“Force Majeure Event” shall mean an event beyond the control of the concerned Party, which prevents that Party from complying with any of its obligations under this Agreement including but not limited to act of God (such as fires, explosions, earthquakes, drought, tidal waves and floods); war, hostilities, invasion, pandemic, riot, commotion, strikes, lock outs or disorder; or acts or threats of terrorism;

“Indemnified Party” shall have the meaning assigned to the term in Clause 8.1;

“Indemnifying Party” shall have the meaning assigned to the term in Clause 8.1;

“Initial Term” shall have the meaning assigned to the term in Clause 11.1;

“Intellectual Property Rights” shall mean shall mean any and all intellectual property rights existing from time to time under any law or regulations, including without limitation patent law, copyright law, semiconductor chip protection law, trade secret law, trademark law (together with all of the goodwill associated therewith), unfair competition law, or privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide.  For purposes of this definition, rights under patent law shall include rights under any and all patent applications and patents (including letters patent and inventor's certificates) anywhere in the world, including, without limitation, any substitutions, extensions, supplementary patent certificates, reissues, renewals, divisions, continuations in part (or in whole), continued prosecution applications, requests for continued examination, and other similar filings or stages thereof provided for under the laws of the India, or of any other country;

“License” shall have the meaning assigned to such term in Clause 2.2;

“Maintenance Window” shall mean collectively, standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on Metadesk.run website at least such time in advance of the start of the standard maintenance window. Emergency maintenance will occur on a needs basis. Vimobin will make reasonable efforts to publish emergency maintenance windows on its website in advance of the emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur;

“Renewed Term” shall have the meaning assigned to the term in Clause 11.1;

“Services” shall have the meaning assigned to such term in Clause 3;

“Specifications” shall mean the specifications for the Licenses and the Services as set out in a PO; and

“Term” shall have the meaning assigned to the term in Clause 11.1.

  1.       Interpretation

        In this Agreement:

  1. the use of the word “including” and similar words shall not imply any limitation to the words following such term;
  2. a reference to this Agreement includes a reference to this Agreement as amended from time to time;
  3. unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing any gender include any gender;
  4. the headings to the clauses of this Agreement are for convenience only, have no legal effect and should not be taken into account in the construction or interpretation of this Agreement;
  5. In the interpretation of this Agreement, no rule of construction will apply to the disadvantage of a Party on the basis that such Party put forward this Agreement or any part of it;
  6. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  7. a reference to a Clause, Party or Schedule is a reference to a Clause of, and a Party and Schedule to, this Agreement and a reference to this Agreement includes a reference to any Clause or Schedule hereof; and
  8. a reference to legislation or to a provision of legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

  1. License Rights and Restrictions

  1. The license granted under this Agreement shall be for the use of Virtual Desktops at the agreed price.

  1. The Software shall include any and all corrections, bug fixes, enhancements, improvements, updates or other modifications developed or acquired and supplied by Vimobin and any user manuals or other documentation supplied by Vimobin in conjunction with the Software.

  1. Subject to the terms and conditions of this Agreement and in consideration of Fee (defined below) payable by the Client to Vimobin, Vimobin hereby grants Client a non-exclusive, non-transferable, non-assignable, limited, restricted, revocable right and license to access and use Software, during the Term (defined below) ("License").

  1. Vimobin shall have the right to: (a) make and update to the functionality and/or documentation of the Software; and (b) develop or acquire on its efforts and resources any and all improvements or modifications with respect to the Software, from time to time. However, the Parties agree that Vimobin shall not (except at its sole discretion) be required to provide Client the aforesaid, unless otherwise agreed between the Parties.

  1. Restrictions on use

Notwithstanding the other provisions of this Agreement, Client shall not use nor attempt to use the Software, or any part thereof, other than as permitted herein, or

  1. Copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works including, without limitation, translations, transformations, adaptations or other recast or altered versions) from the Software, or any portion thereof;

  1. Breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the Software;

  1. Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;

  1. Use the Software in connection with the mining of crypto currency or any activity in relation to crypto currency;

  1. store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

  1. Use the Software in a way that infringes or misappropriates a third party's intellectual property rights or personal rights;

  1. Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Software or any activities conducted on Vimobin servers;

  1. Copy, sell, sub-license or assign the Software, and its rights under this Agreement, without the prior written consent of Vimobin;

  1. Distribute, disclose or allow use of Software by any third party in any format, through any timesharing service, service bureau, network or by any other means; or

  1. Merge or combine Software with any other technology not provided by Vimobin without the prior written consent of Vimobin.

  1. Client shall protect its password and takes full responsibility for its account and shall notify Vimobin immediately of any unauthorized use of any password or account or another known or suspected breach of security.

  1. It is clarified that Client shall not acquire any other right whatsoever in and to the Software, except as expressly granted herein.

  1. Provision of the Services

The services provided by Vimobin to the Client under the terms of this Agreement (the “Services”) shall comprise of the following:

  1. Maintenance, upkeep and updates

Vimobin shall be responsible for the general upkeep and maintenance of the Software in a manner that is commercially reasonable. Vimobin shall also from time to time permit the Client to access and use the updates applied by it to the Software. Vimobin shall also allow the Client to avail of any new features that may be added to the Software, subject to the terms of the applicable PO. Vimobin shall use commercially reasonable efforts to correct all errors to the Software.

  1. Without prejudice to the provisions of Clauses 3.1 above, Vimobin shall not be obligated to provide the Services in the following circumstances:  

  1. the acts, omissions, negligence or wilful misconduct of the Client including any unauthorized modifications of the Software or its operating environment;
  2. any failure or defect of the Client’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Vimobin’s firewall);
  3. Client’s use of the Software other than in accordance with Vimobin’s instructions;
  4. Breach by the Client of one or more obligations set out in Clause 6; or
  5. Upon the occurrence of a Force Majeure Event.

  1. Ownership and Intellectual Property Rights / Third Party Infringement

  1. The Client hereby acknowledges and agrees that Vimobin owns all right, title and interest in and to all Intellectual Property Rights (including all derivatives or improvements thereof) in the Software as well as in the underlying software solution that enables Vimobin to provide the Services.

  1. The Client shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the Software; or (ii) modify, create derivative works based upon, or translate the Software.

  1. If Client becomes aware of any infringement, actual or suspected, or any other unauthorized use of the Technology by another person, Client shall promptly give a written notice to Vimobin specifying the particulars of such unauthorized use.

  1. Vimobin, at its sole discretion, shall take whatever action it deems advisable in connection with unauthorized use, and it shall notify Client of its decision within 30 (thirty) days of being informed by Client of the unauthorized use.

  1. If Vimobin decides to take action of any kind against the unauthorized use, Vimobin shall have sole control of the conduct of any such action. Vimobin shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such action, including but not limited to any settlement that may be reached, shall belong to Vimobin.

  1. If Client elects to take action of any kind against the unauthorized use, it shall promptly notify Vimobin with all the details of such intended action. Action taken by Client shall be in the name of Client and, if required by the law of the territory, on behalf of Vimobin. Vimobin shall also be joined as a party to any suit initiated by Client media, if required by the law of the territory. The Parties agree that Client shall not settle any such suit, action or proceeding without the prior written consent of Vimobin.

  1. All data, information or material that (i) the Client submits to the Software; and (ii) that is generated by the Client's use of the Software, excluding any such data that describes or reflects the performance of the Software, belongs to the Client ("Client Data"). Client shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of the Client Data and Vimobin shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. The Client hereby grants a royalty free license to Vimobin to use the Client Data for the purpose of providing the Services.

  1. Client acknowledges that all data that describes or reflects the performance of the Software and all Intellectual Property Rights in such data belongs exclusively to Vimobin and that the Client shall not use any such data in any manner unless consented to by Vimobin, in writing. All pre-existing Intellectual Property Rights of Vimobin in the Services and Software, or any other Intellectual Property Rights not specifically created for the Client shall remain with Vimobin.

  1. Turnaround/Response Time for provision of the Services

  1. Vimobin shall respond to all maintenance and support requests from the Client during Business Hours, and all such requests shall be resolved within the turnaround time set out in Schedule I. 

  1. While responding to a maintenance request under Clause 5.1 above, Vimobin shall provide an estimated completion date for each action item in the maintenance request that is received by it. If Vimobin is unable to complete a maintenance request within the estimated completion date indicated by it to the Client, it shall notify the Client immediately of the same along with reasons as to why the estimated completion date needs to be extended.

  1. The obligations of Vimobin under Clauses 5.1 and 5.2 above are conditional upon the Client providing Vimobin with the requisite information and support that is required by it from the Client’s side (including the authorisation to access the Website as the case maybe) for the resolution and completion of a maintenance request.

  1. Vimobin shall, on a best-efforts basis, seek to keep the Software and the Services accessible to the Client 99% of the time in any given calendar month, excluding Maintenance Windows, for which advance notice would be provided. Notwithstanding the foregoing, Vimobin does not guarantee network availability between the Client and Vimobin hosting servers, as such availability can involve numerous third parties and is beyond the control of Vimobin. Vimobin will not be liable for nor provide any service credits hereunder for any downtime caused in whole or part by a third-party data centre provider nor for any downtime that the Client experiences as a result of the Client’s own network connectivity issues.

  1. Any dedicated support services that are requested by the Client (such as monitor crashes, responding to the end customer, customization / custom reports) shall be subject to the agreement of Vimobin, and shall be chargeable on rates that may be agreed to between them.

  1. Client Responsibilities

  1. Payment terms: Where the Client fails to make payments due to Vimobin with respect to a PO, such non-payment shall be sufficient ground for Vimobin to defer deliveries with respect to access to the Software.  

  1. Security: The Client is solely responsible for maintaining the security of all user names and passwords granted to it by Vimobin for accessing the Software, for the security of its information systems used to access the Software, and for its compliance with the terms of this Agreement. The Client shall immediately notify Vimobin if it becomes aware of any loss or theft or unauthorized use of any of its passwords or user names. Vimobin has the right at any time to terminate or suspend access of the Client to the Software if Vimobin believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the Software or network.

  1. Access to Premises: Where it may be so required, the Client shall allow Vimobin’s employees and/or representatives access to its premises and systems during normal business hours.

  1. Payment terms

  1. Payments towards the use of the Licenses and the Services shall be as set out below (the “Fee”).

A fee of shall be payable per virtual desktop per month depending on the plan chosen by the user

  1. All payments due under the terms of this Agreement shall be made by NEFT or RTGS. All invoices shall be payable within a period of three (3) Business Days from the date of issuance.

  1. The Parties have agreed to the following terms and conditions in relation to the payments set out above:

  1. The Fee shall be payable by the Client in advance at the beginning of every calendar month, by the third Business Day of the said month; and
  2. There shall be a review of the Fees at the expiry of twelve (12) months from the date of execution of this Agreement, at the time of renewal of the same.

  1. Subject to the prior written approval of the Client, in addition to the payments as set out above, Vimobin shall be entitled to the reimbursement of any out of pocket expenses incurred by it while performing its obligations hereunder including expenses incurred towards travel, food, boarding, lodging, beverages, tools or software or any other out-of-pocket expenses incurred directly in connection with the provision of the Services. Such out of pocket expenses shall be claimed by Vimobin at actuals, and shall be supported by copies of invoices evidencing the claimed expenses.

  1. Indemnity

  1. Vimobin will indemnify and hold Client and its employees harmless from and against any and all third party Claims arising from or resulting from: (i) material breach of Vimobin's representations and warranties given under this Agreement; (ii) any claim or action asserting the Software and /or the Services infringe upon any copyright, patent, trademark, trade secret or any other third party proprietary right; and/or (iii) failure to comply with any applicable laws, rules or regulations.  Provided that in the event such claim is on account of Clause 8.1 (ii), the Vimobin shall also conduct the defense of all such proceedings.

  1. Client will indemnify and hold Vimobin and its Employees harmless from and against any and all third party claims arising from or resulting from: (i) material breach by Client of the terms and conditions of this Agreement or a PO; (ii) failure to comply with any applicable laws, rules or regulations; (iii) any Client Data or Client's use of Client Data with the Software and /or the Services infringes or misappropriates third party's intellectual property rights. Provided that in the event such claim is on account of Clause 8.2 (iii), the Client shall also conduct the defense of all such proceedings.

  1. Process for indemnification:

  1. Promptly upon receiving any claim relating to Clause 8.1 (ii) or 8.2 (iii) above, the indemnified Party shall give the other Party notice of any such claim, action, or damages.

  1. The indemnified Party shall thereafter take control of the defence and reasonably pursue and take all steps to defend the claim.

  1. The indemnified Party shall be entitled to at its sole cost and expense appoint an attorney of its choice (in the event it is a necessary party) and shall provide all assistance to the Party in conducting such defence.

  1. The indemnifying Party shall not be entitled to enter into any compromise or settlement without the prior written consent of the indemnified Party.

  1. Exclusive Remedy. This Clause states the indemnifying Party's sole liability to, and the indemnified Party's exclusive remedy against, the other Party for any third party claim described in this Clause.

  1. LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE FOR INJURY OR DAMAGE TO BUSINESS, LOST PROFITS, REVENUES OR GOODWILL OF ANY PARTY HERETO, OR FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, TERMINATION, NEGLIGENCE, OR OTHERWISE, EVEN IF IT SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPTING, HOWEVER, ANY DAMAGES OR OTHER COST, EXPENSE OR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.  THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEE PAID BY THE CLIENT IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

  1. Representations and Warranties

  1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so and that it will comply with all applicable laws and regulations in performing its obligations under this Agreement.

  1. Vimobin Warranties.  Vimobin represents and warrants that it is the true and lawful owner of the Software and/or that it has the full right, power and authority to grant the access to the Software as provided for in this Agreement, and during an applicable subscription term (a) the Software will perform materially in accordance with the applicable Documentation; (b) Vimobin will not materially decrease the overall functionality of the Software; and (c) For any breach of a warranty above, Client's exclusive remedies are those described in the "Term and Termination" sections below.

  1. EXCEPT FOR THE WARRANTIES SET FORTH IN CLAUSE 9.2 ABOVE, VIMOBIN DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO THE SOFTWARE AND THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THEREFORE, VIMOBIN MAKES NO WARRANTY, WHETHER EXPRESSED OR IMPLIED, THAT: (I) THE SOFTWARE AND/OR THE SERVICES WILL MEET THE SPECIFIC NEEDS OF CLIENT; (II) THE SOFTWARE AND/OR THE SERVICES WILL BE FIT FOR A PARTICULAR PURPOSE; (III) THE USE OF THE SOFTWARE WOULD BE UNINTERRUPTED OR ERROR-FREE; OR (Iv) SPECIFIC RESULTS WILL BE ACHIEVED WITH THE SOFTWARE AND/OR THE SERVICES.

  1. To give effect to the warranties contained in Clause 9.2, Vimobin will, upon Client's written notification to Vimobin of any deficiency in or performance dysfunction with the Software and /or the Services and at no cost or expense to Client, make such commercially reasonable best efforts which are, at a minimum, consistent with the support terms set out in this Agreement, and the professional standards of the industry, to ensure that the Software and /or the Services materially perform as described in the published Documentation.  

  1. Warranty Condition: Vimobin shall not have any obligations under this Clause 9 in the event Client or its employees, with or without the knowledge of Vimobin: (a) modifies, changes or alters the Software and /or the Services, or does not use the Software and /or the Services in accordance with the Documentation or this Agreement;  (b) incorporates, attaches or otherwise engages any feature, or program to the Software and /or the Services, or (c) bundles, embeds or merges the Software and /or the Services, or any part thereof, in programs or software not licensed from Vimobin.

  1. Acknowledgements of Client: Client acknowledges that it has relied on no warranties other than the express warranties set forth in this Agreement. Client also acknowledges that the Software and /or the Services is intended to be used by trained professionals only, and is not a substitute for professional judgment. Client is responsible for the supervision, management and control of the employees who access the Software and /or the Services. This responsibility includes, but is not limited to, the determination of appropriate uses for the Software and /or the Services and the selection of the Software and /or the Services to achieve intended results. Client is also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any Software and /or the Services output.

  1. Third Party Software: The Client acknowledges that certain capabilities in the Software are being provided by a separate third party open-source software and the Client agrees to be bound by the terms of such third-party software which are incorporated in Schedule II attached to this Agreement.

  1. Confidential Information

  1. Neither Party shall disclose to any third party or put any Confidential Information of the disclosing Party to unauthorized use. The receiving Party of any Confidential Information shall take all the necessary measures to maintain the confidentiality of all the Confidential Information in the possession or control of itself as well as its resources, consultants, vendors, contractors, sub-contractors, employees, representatives and all other persons who have access to the Confidential Information that is provided by the disclosing Party.

  1. Vimobin will use the Confidential Information solely to perform the Services for the benefit of Client. In the course of providing the Services, if Vimobin has access to any “Personal Information” of the Client’s authorised personnel as defined in the [Indian] Information Technology (Reasonable Security Practices And Procedures And Sensitive Personal Data Or Information) Rules 2011, Vimobin shall be compliant with the terms set out in the said Rules in relation to the security of the said Personal Information.

  1. Parties’ obligation under Clause 10.1 shall not apply with respect to any information that (i) was in the public domain at or subsequent to the time it was communicated to receiving Party through no fault of receiving Party; (ii) was rightfully in receiving Party’s possession free of any obligation of confidence prior to the time it was communicated to it; or (iii) the communication was necessary in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement.

  1. Term and Termination

  1. The term of this Agreement shall be for a period of one (1) year (which shall comprise of ten (10) calendar months of school in so far as the Client is concerned) from the date of its execution (the “Initial Term”), renewable with the mutual written agreement of the Parties (the “Renewed Term”). The Initial Term and the Renewed Term shall collectively be referred to as the “Term”.

  1. Either Party may terminate this Agreement immediately by written notice to the other Party upon:

  1. the initiation of any proceeding under the applicable bankruptcy or insolvency laws against the other Party which is not dismissed by a competent court within a period of ninety (90) days;
  2. the appointment of a receiver or a similar officer for the other Party or for a substantial part of the other Party’s property; or
  3. the other Party making an assignment for the benefit of creditors or otherwise being reorganized for the benefit of creditors.

  1. Either Party may terminate this Agreement immediately, by written notice to the other Party, if the other Party has breached any provision of this Agreement and has failed to rectify such breach to the satisfaction of the non-defaulting Party within ten (10) days of receiving written notice of such breach from the non-defaulting Party.

  1. Either Party may terminate this Agreement for convenience upon a minimum of thirty (30) days written notice to the other Party provided that where the Client initiates the termination under this provision, the termination shall be subject to the Client paying to Vimobin all sums due to it till the date on which the intention to terminate is communicated.

  1. Where the yearly Fee has been paid upfront, and where the Client initiates termination of this Agreement under Clause 11.2 or 11.3 on grounds of a breach by Vimobin, Vimobin shall refund a proportionate amount of the Fee relating to the unused portion of the term of the license to the Client.

  1. Termination of this Agreement shall be without prejudice to any other rights that either Party may have in law or in equity and shall not affect the accrued rights and obligations of either Party prior to the date of termination.

  1. Marketing & Publicity

  1. Pursuant to this Agreement, the Client permits Vimobin to use the name and logo of the Client on Vimobin's website, presentations, sales material, event participation material and any other similar material along with a description of the inter-se professional engagement between Vimobin and the Client during the Term. Vimobin agrees to take all commercially reasonable efforts to safeguard and not dilute, harm, misuse or bring the Intellectual Property Rights of the Client to disrepute or misuse and undertakes do any and all acts to protect the Client’s right, title, interest in the Intellectual Property owned by it. Vimobin agrees that the Client's name, logo and/or trademark would be used by Vimobin only in accordance with the guidelines communicated to Vimobin by the Client in this regard (if any), and only for the purposes as stated in this clause.

  1. Without prejudice to the foregoing, the Client agrees to participate in online and offline marketing events organized or undertaken by Vimobin during the Term.

  1. Assignment

This Agreement is personal to the Parties herein. Neither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either Party without the prior consent of the other Party.

  1. Other Terms

  1. During the term of this Agreement and for a period of two (2) years following its termination, the Client shall not in any manner, directly or indirectly, (a) solicit business or attempt to do so from any current or potential client of Vimobin; or (b) employ, solicit, incite, canvass or attempt to employ or assist anyone else to employ any person who is in the employment of Vimobin.

  1. Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any Force Majeure Event.

  1. Vimobin is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Each Party will be solely responsible for payment of all compensation owed to its employees, representatives, consultants etc., all applicable taxes and government mandated dues (such as social security taxes/provident fund) applicable to such personnel.

  1. All notices to be given by the Parties hereto shall be in writing unless otherwise stated and shall be properly given when personally delivered to the specified address or when sent by registered or certified mail or by an overnight delivery service providing a receipt of delivery addressed to the Parties at their respective addresses herein below given, or to such other address as either Party shall have notified the other.  The date of notice shall be deemed to be the date of receipt, except that when notice is mailed it shall be deemed to be the date of mailing so long as the Postal Service certifies actual delivery. A refusal of a registered or certified notice shall be deemed to constitute actual delivery hereunder. The contact details of the Parties for the purpose of issuance of notices under this Agreement has been set out in the description of the Parties at the beginning of this Agreement.

  1. No waiver of the terms of this Agreement shall be effective until the same is made in writing. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

  1. It is clarified that the rights and obligations under Clauses 8, 10 and 14 shall continue in force and effect after the termination of this Agreement.

  1. This Agreement constitutes the complete Agreement between the Parties with respect to the provision of license to the Software and the Services. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party.

  1. If any of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

  1. This Agreement may be executed in multiple counterparts, which when taken together shall constitute one and the same instrument. This Agreement shall become effective as of the date first set forth above.

  1. Governing Law & Dispute Resolution

  1. This Agreement shall be governed by and construed in accordance with Indian laws, as applicable in the state of Karnataka.

  1. All the disputes, differences, controversies / differences of opinions, breaches and violation arising from or related to this Agreement between Parties shall be resolved by mutual discussions / reconciliations in good faith and/or mediation through an independent third party. If the dispute, difference, controversies / differences of opinion, breaches and violation arising from or related to the Agreement cannot be resolved within 15 (fifteen) days of commencement of reconciliations / discussions, then such question, dispute or difference shall be settled by a court of competent jurisdiction. The Parties agree that the courts at Bangalore, Karnataka shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.