This Software as a Service Agreement between Meark Enterprise Private Limited, an organization with Company Incorporation Number U72900TZ2016PTC022308 with its principal place of business at 432/5, Angathal Nivas, 07th Cross, BR Puram Industrial Estate, Peelamedu, Coimbatore, Tamil Nadu, India Pincode 641004 (“Meark”) and the registering organization -Party R.  The agreement is valid for the duration of 5 years.

The parties agree to the terms of this agreement.

Right of Access Grant

Software Access.  Meark hereby grants to [PARTY R] a non-transferable, non-exclusive, revocable Access to the “Calark – Academic Calendar Management System ” to use the Software as a Service with for the validity period of this agreement with a maximum of 50 Calendars.

No Other Rights. Meark reserves for itself all other rights and interest not explicitly granted under this agreement.

Software. “Software” means “”Calark – Academic Calendar Management System “.

Training and Support Services

Training. Meark shall provide the required training manuals to operate the software.

Support

Meark shall provide [PARTY R] with electronic support for the software during Meark’s normal business hours [ 9 AM to 5 PM IST Mon-Fri]  in order to help [PARTY R] for any support requirements that are emailed to info@meark.org

Updates and Maintenance Services

Updates.  Meark shall provide [PARTY R], at Meark’s sole expense, with all updates, extensions, enhancement, modifications, and other changes Meark makes or adds to the Software and which Meark offers to other users of the Software. The system will maintain 99% Uptime. Any planned downtime will be communicated in the system or by email to PARTY R.

Fixes and Patches.  Meark shall provide [PARTY R], at Meark’s sole expense, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.

Exceptions.  Meark may, but will not be required to, provide these maintenance services if [PARTY R] is in default of the provisions of the Agreement.

Payments

Fees: The Software as a Service Access fee is waived off for a period of 5 years.

Compliance

Restricted Uses. [PARTY R] will not distribute, loan, or sell the Software or other content that is contained in it;

modify, alter, or create any derivative works from the Software; reverse engineer, or derive any source code from the Software, remove, or alter, any copyright, or proprietary rights notice in the Software.

Party R shall comply with, and, to the extent reasonably possible, cause its users to comply with this Agreement. Party R also agrees to implement and maintain adequate technical and organizational measures to keep the IDs provided to Party R confidential and also protect the security, integrity and privacy of all the Customer Data, as agreed to hereunder and as required under applicable laws and regulations. In case of any breach of such security, integrity or privacy requirements, the Customer shall bring the same to Meark’s notice immediately, so that appropriate remedial action, if any, can be undertaken.

Party R warrants and represents that it will not use the SaaS Services to process or store any personal data (that is any information relating to an identified or identifiable person who can be directly or indirectly identified from the information), to which the General Data Protection Regulation (Regulation (EU) 2016/679) applies.

Mutual Representations

No Disputes or Proceedings There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

Compliance with Laws. Each party shall comply with all applicable laws and notify the other party if it becomes aware of any non-compliance in connection with this agreement.

Publicity Consent. Both Parties consents to allow use of Organization name and Logo to be represented as client in their Website and in any client proposals. Neither party will use the other party’s name, logo, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by Law.

Representations

Intellectual Property. Meark will retain exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.

Confidentiality of Data. Meark shall maintain data confidential and shall provide access to only the relevant stakeholders of [Party R] as communicated in writing or email by [Party R]. [Party R] will make the decision to publish Public pages of the application and may choose to link with the website of [Party R].

SMS and Email. By signing up this agreement, the users of the system will receive SMS and Email communication from the application and support teams primarily with regard to the system use and updates, while also receiving marketing mails on products and services of Meark. Also, SMS service is an optional service and may be discontinued in the system.

 

Termination

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of 30 Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.

Effect of Termination

Payment Obligations. There are no payment obligations for 5 years.

Termination of Access Grant. On the expiration or termination of this agreement the Access granted under this agreement will terminate with immediate effect.

Return of Property. Prior to termination or expiration of this agreement, the client shall download all calendars of the University in various formats available in the system, to be able to leverage the data further. On the expiration of agreement and within 2 months, Meark will retain only those files as required under applicable laws and will destroy all other copies of information and files.

Indemnification

Indemnification by [PARTY R]. [PARTY R] (as an indemnifying party) shall indemnify Meark(as an indemnified party) against all losses and expenses in connection with any proceeding arising out of i) use/misuse of the SaaS Services by Party R or any of its users, and ii) unauthorized alterations to the Software or in the event of any breach of any applicable security, integrity or privacy laws or regulations, either by Party R or by any of its users.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party’s willful misconduct or gross negligence.

Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement. The limitation on liability of either party under this agreement is to the extent of fees actually paid by PARTY R in the period of 12 months preceding the date when the claim arose.

Acceptable Use

Only Party R’s users are authorized to access and use the SaaS Services, subject to and in accordance with this Agreement, as updated from time-to-time. While using the SaaS Services, the Customer shall not: (i) share user IDs with others or use IDs obtained by others; (ii) utilize the SaaS Services for any illegal purpose; (iii) introduce any virus, malware or otherwise compromise the information security of any system; (iv) use the SaaS Services for sending malicious, defamatory, obscene, chain or spam mails; and (v) violate any applicable laws, including without limitation the Information Technology Act, 2000, as amended from time to time.

General Provisions

Entire Agreement. The parties intend that this agreement, together with exhibits referenced in this agreement, if any, represent the final expression of the parties’ intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.

 

Counterparts

Amendment. This agreement can be amended only by a writing signed by both parties.

 

Notices

Method and Receipt of Notice. The parties shall give all notices and communications between the parties in writing by electronic mail to the party’s address specified in this agreement. A notice given under this agreement will be effective on the other party’s receipt of it, or if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the SUBJECT MATTER OF THE AGREEMENT, shall be governed by the laws of the State of [Tamil Nadu, India].

Consent to Jurisdiction. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of any court located within Coimbatore District, Tamil Nadu State, in connection with any matter arising out of this agreement or the transactions contemplated under this agreement.

Dispute Resolution by Arbitration. Any dispute or controversy arising out of this agreement will be settled by arbitration in Tamil Nadu State, according to the rules of the Government of India then in effect.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Survival. The parties’ obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], AND [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

By selecting to agree to the Terms and Conditions, this agreement has been signed by the registering party.

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