Made and entered into by and between
Hereinafter referred to as “LICENSOR”
Registered user of the Agent CRM/ Mobile APP Solution
Hereinafter referred to as “Licensee”
Jointly hereafter referred to as the “Parties”
The expressions “ Licensor “ and “Licensee” shall mean and includes their respective Directors, assigns, legal representatives, successors, executors etc.
- LICENSOR is the owner ofthe Intellectual Property and copyright to every element of the Software i.e. computer programme also referred as “portal” hosted at the URL www.uniagents.com (Also Known as AGENT CRM) and White Labeled Mobile Application, including all user interface forms, designed and developed for the purposes of Agent Office Management, Student recruitment lifecycle automation, Enrollment and Student Management, Web networks for Sub-agents or Branch offices, institutions, students and service providers in the academic industry, Lead generation and management, Assessment automation systems, Compliance management and any subsequent error corrections or updates supplied to Licensee by LICENSOR.
- LICENSOR desires to grant to Licensee and Licensee desires to obtain from LICENSOR a non-exclusive license to use the Software solely in accordance with the terms and on the conditions set forth in this Agreement.
- It is specifically agreed by and between the parties that the said business arrangement is non-exclusive and in no case licensee shall make any alternate/ extra arrangements in order to reverse engineer AGENT CRM.
WHEREAS the Licensor is the owner of intellectual property and copyright to every element of the software mentioned here in above and the licensee desires to obtain from Licensor non exclusive license to be used for “the said business” and the Licensor has agreed to grand the licensee the said non exclusive rights on the following terms and conditions:
The Following Definitions and rules of Interpretations apply in this agreement.
“Agreement” shall mean this License Agreement and any Appendix attached herewith duly signed and dated.
"Software" here means the web based computer programme also referred as “portal” hosted by www.uniagents.com (Also Known as AGENT CRM - Full Access or CRM Lite - Software with limited functionalities as listed on Uniagets.com)and mobile based white labeled solution, including all user interface forms, designed and developed for the purposes of Agent office Management, Student recruitment lifecycle automation, Student Management, Web networks for Subagents or Branch offices, institutions, students and service providers in the academic industry, Lead generation and management, Assessment automation systems, Compliance management and any subsequent error corrections or updates supplied to Licensee by LICENSOR pursuant to this Agreement.
“Intellectual Property Rights” means all patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights, domain names and any other rights in any invention, discovery or process, in any part of the world.
"Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Software, which are furnished to Licensee by LICENSOR in connection with the Software. In both formats i.e. Soft/digital formats and Hard/Printed formats.
"Sign Up Fee" shall mean the one time non-refundable fee payable by Licensee to LICENSOR for establishing the control panel for the Licensor
“Designated Machine” shall mean any electronic device, which is authorized by the licensor to run the control panel of the licensee.
“Control Panel” shall mean the web based software provided by the licensor to the licensee for controlling and managing the Branch offices, counselors and leads.
“Brach offices” Business units managed directly by the Licensee in different parts of the world and engaged in the said Business.
“Business” The said business here means, business established for the purpose of identifying students interested in studying aboard at the institutions represented by Licensee and than counseling them and assisting them in choosing an institution, making application, visa filling and other services related to student support and international/ national mobilization of the student.
“Annual License fee” shall mean the non refundable fee payable by Licensee to LICENSOR each year for use of the Software, Ordinary Customisation, and Industry optimisation, Hosting, Data Maintenance and Back Ups for the agreed limit of cloud space.
“White Labeled Mobile APP” it is an additional mobile based tool developed for specific agency and listed on App Store and Play Store in the name of the licensee for a fixed one time cost, the IP of such product is owned by the licensor however, only the student/ user data is the proprietary of the licensee. The licensee must pay for any optimization, upgrades for this tool from time to time. Quotation will be provided based upon the requested modification and optimizations.
“Extra Charges” any additional fee as published on the website on http://www.uniagents.com/agents-crm.php mainly for extra cloud space requirements, unusual customizations, Optimization only in case of White Labeled Mobile app and offline training.
“Ordinary Customization“ any customization useful for the Educational consultants globally, and the development hours not exceeding 200 man hours“
“Unusual Customization” any customization useful only to a specific educational consultant.
“Industry optimization” means the changes made to the software due to the change in rules and regulations laid down by the policies of any regulatory bodies from time to time. White labeled mobile apps are not subject to ordinary customization and Industry optimization
“Educational Consultants” Any other person/ company/ legal entity whose primary or secondary business/work is to recruit students for international education institutions against commission.
“Student” any person that is added by the licensee on the CRM for admission to any course offered by the Represented institution.
“Represented institution” means institution represented by the licensee for the purpose of student recruitment.
“UNICA Institutions” are University Common Application Institutions listed on www.uniagents.com and offers incentives for ERP “Engaged Referral Partners” selected ERP’s must sign a valid contract for the same. Also all the database related Unica Institutions is owned, maintained managed by Licensor without any guarantees for accuracy. Unica Institutions can be activated for lisiting inside the White labeled Mobile App.
“Digital Signatures“ any acceptance to the terms and conditions taken be the means of email verification or any other digital formats. Also by accepting to use the system Licensee
- Rules of Interpretation
- Clause, Appendix and paragraph headings shall not affect the interpretation of this Agreement.
- References to Clauses and Appendix are to Clauses of and Appendix to this Agreement and references to paragraphs are to paragraphs of the relevant Appendix.
- The Appendix form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendix.
- A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated in accordance with its terms from time to time.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
- A reference to any party shall include that party’s personal representatives, successors and permitted assigns
- A reference to writing or written includes faxes and Read Request Confirmed Emails, where receiver of the written electronic forms has accepted the read request sent with the email. But no other electronic form, where a reference to writing or written includes electronic forms and the sending or supply of notices in electronic form.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
- References to a document in “agreed form” are to that document in the form agreed by the Parties and initialled by them or on their behalf for identification.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the Parties, no such amendment, extension or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
- Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- Unless the context requires otherwise, words and expressions defined in the Articles shall have the same meaning when used in this Agreement.
- GRANT OF RIGHTS
The License granted for Software under this Agreement authorizes Licenseeon a non-exclusive basis to use the Software forthe said business.
- DURATION AND RENEWAL
- The duration of this Agreement is initially for a period of subscription as chosen by the licensee 1 to 5 years.
- At the end of the period of this Agreement, Agreement will be renewed for subscribed years during renewal if not already terminated as per the termination clause.
- Licensee hereby acknowledges and agrees that the Software and Documentation constitute and contain valuable proprietary products and trade secrets of LICENSOR and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
- Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (a) have been known publicly; (b) have been known generally in the industry before communication by the disclosing party to the recipient; (c) have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (d) have been known otherwise by the recipient before communication by the disclosing party; or (e) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
- Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will (i) substantially diminish the value to LICENSOR of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render LICENSOR's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, LICENSOR shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
- Licensee's obligations under this Clause will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
- WARRANTIES AND SUPERIOR RIGHTS
- LICENSOR represents its belief that it is the owner of the entire right, title, and interest in and to Software, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to the Licensee.
- Licensee acknowledges and agrees that the consideration which LICENSOR is charging hereunder does not include any consideration for assumption by LICENSOR of the risk of Licensee's consequential or incidental damages which may arise in connection with Licensee's use of the Software and Documentation. Accordingly, Licensee agrees that LICENSOR shall not be responsible to Licensee for any loss-of-profit, indirect, incidental, special, or consequential damages arising out of the licensing or use of the Software or Documentation.
- Licensor acknowledges that the data added by the licensee in the software is the property of the licensee and Licensor will not share it with any third party. Regular back ups will be taken as per standard cloud server back up provision.
- LICENSOR shall indemnify, hold harmless and defend Licensee against any action brought against Licensee to the extent that such action is based on a claim that the unmodified Software, when used in accordance with this Agreement, infringes a copyright and LICENSOR shall pay all costs, settlements and damages finally awarded; provided, that Licensee promptly notifies Institution in writing of any claim, gives LICENSOR sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Software is finally adjudged to so infringe, or in LICENSOR's opinion is likely to become the subject of such a claim, LICENSOR shall, at its option, either: (i) procure for Licensee the right to continue using the Software (ii) modify or replace the Software to make it no infringing, or (iii) refund the fee paid, less reasonable depreciation, upon return of the Software. LICENSOR shall have no liability regarding any claim arising out of: (w) use of other than a current, unaltered release of the Software unless the infringing portion is also in the then current, unaltered release, (x) use of the Software in combination with non-LICENSOR software, data or equipment if the infringement was caused by such use or combination, (y) any modification or derivation of the Software not specifically authorized in writing by LICENSOR or (z) use of third party software or any such infringement arising related to data added by the licensee in the software . The foregoing states the entire liability of LICENSOR and the exclusive remedy for licensee relating to infringement or claims of infringement of any copyright or other proprietary right by the Software.
- Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless System, LICENSOR, their Agents, officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee's modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents or representatives.
- DISPUTE RESOLUTION
- Should the Parties be unable to reach agreement on the meaning or interpretation of any term set out hereto or in any other matters arising out of this Agreement, the matter in dispute shall be resolved by negotiation by the signatories (or their delegates).
- If the Parties cannot reach a satisfactory resolution within thirty (30) days after commencing discussions the matter will be referred to mediation / arbitration, such mediation/ arbitration at a place decided mutually between the parties. In case parties fail to mutually agree the place for arbitration/mediation proceedings than the place of proceeding will be New Delhi, India
- All negotiations connected with the dispute will be conducted in complete confidence, and the Parties undertake not to divulge details of such negotiations except to their professional advisers who will also be subject to such confidentiality undertakings. Such negotiations shall be without prejudice to the rights of the Parties in any future proceedings.
- If the Parties accept the mediator's / arbitrator’s recommendations or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once it is signed by their duly authorised representatives, shall be final and binding on the Parties.
- Nothing contained in this clause shall restrict any Party's freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary interest or trade secret.
- VARIATION AND WAIVER
A person that waives any right or remedy provided under this Agreement or by law in relation to one person, or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person
- No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
- A waiver of any right or remedy under this Agreement or by law is only effective if it is given in writing and is signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.
- A failure or delay by any person to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
- No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- A notice given to a Party under or in connection with this Agreement:
- shall be in writing and in English (or be accompanied by an accurate translation into English);
- shall be signed by or on behalf of the Party giving it;
- shall be sent to the relevant Party for the attention of the contact and to the address or fax number, or such other address, fax number, by approved electronic format or person as that Party may notify to the other in accordance with the provisions of this; and
- shall be:
- delivered by hand; or
- sent by fax; or
- sent by recorded delivery; or
- sent by airmail or reputable international overnight courier (if the notice is to be served by post to an address outside the country from which it is sent); or
- sent by e-mail to an e-mail address notified by the relevant Party to the other Party for such purpose. The delivery will deem to be RECEIVED only if marking a read request sent email and a confirmation of Email being read is received by the sender of the email.
- A Party may change its details for service of notices by giving notice to the other Party. Any change notified pursuant to this Clause shall take effect at 9.00 am on the later of:
- the date (if any) specified in the notice as the effective date for the change; or
- 2 Business Days after deemed receipt of the notice.
- Delivery of a notice is deemed to have taken place (provided that all other requirements in this Clause have been satisfied):
- if delivered by hand, on signature of a delivery receipt; or
- if sent by fax, after 2 Business days of the time of transmission; or
- if sent by recorded delivery/ Courier, at the time notice is received and the status of parcel on the Logistic service providers portal states “ Delivered”
- if sent by e-mail, one hour after the notice email has been read, which is only verified by using the read request feature;
- This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement does in addition to, and not exclusive of, law provide any rights or remedies.
- INADEQUACY OF DAMAGES
Without prejudice to any other rights or remedies that a Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement. Accordingly, the Parties shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement within their local Jurisdiction.
Should either party be in breach of any provision of this Agreement the aggrieved party shall by written notice give the offending party 14 working days in which to remedy the cause for complaint failing which the aggrieved party shall have the right to:
- Grant the offending party further time to remedy the cause for complaint;
- Apply to the Court for an injunctive order;
- Refer the matter to arbitration as set out in terms.
- In case of delay of anypayment by either party the said delayed payment shall carry an interest of 24% PA from the date od default.
- ARBITRATION AND JURISDICTION
Should there be a dispute in regard to, but not limited to, the interpretation of the terms of this Agreement or the standards to be achieved in respect of the project as a whole or in relation to a part thereof, the Licensor shall agree on the selection of an Arbitrator who shall have the appropriate qualifications to tend to such dispute and:
- Both parties shall draw up their contentions in respect of the dispute and shall forward same to the Arbitrator within 7 days of the Arbitrator’s selection by the parties.
- The Arbitrator may call upon the representatives of the parties either singly or together to elicit further information to assist the Arbitrator in making his / her decision.
- The Arbitrator’s decision shall be final and binding.
- The Arbitrator shall also make an award as to costs.
- Should the parties be unable to agree on the selection of the sole Arbitrator to attend to the dispute, the matter shall be referred to the High Court in New Delhi, India.
If this Agreement is translated into any language other than English, the English language version shall prevail
- ENTIRE AGREEMENT
- This Agreement (together with any documents referred to in it) constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to their subject matter.
- Each Party acknowledges that in entering into this Agreement (and any documents referred to in it), it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or those documents.
- Nothing in this Clause shall limit or exclude any liability for fraud.
- Please refer to www.uniagents.com for other relevant policies like Refund Policies, Privacy and General terms and conditions.
- DELIVERIES AND INSTALLATION
- LICENSOR shall deliver to Licensee agreed version of the system and all relevant documentation.
- Licensee shall only use Designated Developers provided by the Licensor to make any modifications necessary to ensure the Software works correctly for Licensee. As the software codes is the sole property of the licensor and cannot be provided to the licensee.
- Any training or assistance required by Licensee that must be performed by LICENSOR staff. The training will be provided either by visiting the Licensee ’s site or using online telecom technologies. In case the Licensee wish to receive the training on site in that case the licensee shall bear all the expenses towards the travel and lodging of the trainer send by the Licensor.
- Modifications and Customisations
- Licensee may, from time to time, request that LICENSOR incorporate certain features, enhancements or modifications (Ordinary customization / Industry optimization) into the Software for no extra charge, But for white labeled Mobile app solutions the standard and prevailing development charges will apply. LICENSOR may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of LICENSOR's licensees. Any unusual customizations will be charged @ 15 USD per hour of development time.
- Licensor can not provide any fixed delivery deadlines for any modification and customisation requests as CRM follows strict version control systems. All modification requests deadlines can be revised by the licensor from time to time.
- Any modifications to the Software required by Licensee that will only be undertaken by LICENSOR’s Designated Developers.
- All error corrections, bug fixes, patches, updates or other modifications shall be the sole property of LICENSOR.
- COPIES & Database
- Except as specifically set forth herein, no Software or Documentation which is provided by LICENSOR pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without LICENSOR's prior written consent.
- Except as specifically set forth herein, any Software provided in machine readable form may not be copied by Licensee in whole or in part.
- In case of termination of contract between LICENSEE and Brach offices the account of the Branch office/ Sub agent will/ must be deactivated. Reasonable notice must be given to the Branch office/ Sub agent. Database stored on the Branch office/ Sub agent’s account can be transferred to a portable storage device for a nominal fee of 500 USD and after clearing any outstanding dues. Any account user can download the database in CSV or XLS format from the account itself wherever applicable.
- PROTECTION OF SOFTWARE
- Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each account of the Software.
- Licensee agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof.
- Licensee further acknowledges that all copies of the Software in any form provided by LICENSOR or made by Licensee are the sole property of LICENSOR and/or its suppliers. Licensee shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of LICENSOR's proprietary rights therein.
- MODIFICATIONS TO THIS AGREEMENT
Uniagents CRM is owned and managed by the Licensor includes personal representatives, investors, successors, predecessor and permitted assigns. In case of change of ownership or management, the terms will continue to be applicable. The subscribed users will be informed via registered email about any change of ownership, jurisdiction and change of any terms. Licensor hold rights to make changes to the terms without any prior information or consent of the licensee.
The signatories to this Agreement warrant that they are duly authorised to bind their respective employers/ Owners / Investors, the LICENSOR and Licensee. And accept the terms and conditions by publishing and accepting them digitally on https://www.uniagents.com. During the registration of the account on:
Valid from 1st March 2015 onwards