BY ACCEPTING THIS AGREEMENT THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS AGREEMENT (THE “ORDERING DOCUMENT”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “CLIENT” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR SUCH ENTITY DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.
IVY LEAGUE EVENT MANAGEMENT AGREEMENT
This agreement by and between Sabre Management Solutions Private Limited having its registered office (Registration # U72900KA2016PTC096062) at C601 Smondo 2, Neotown Rd., Electronics City Phase I, Bangalore 560100, INDIA (hereinafter referred to as the “Company"), which expression shall, unless repugnant to the context, include its successors and assigns and, where appropriate, companies within the same group of companies as Sabre Management Solutions Private Limited is in;
And the individual or entity that has executed this Agreement (hereinafter referred to as the "Client"), which expression shall, unless repugnant to the context, include its successors and assigns and, where appropriate, companies within the same group of companies as the Client is in.
This Agreement sets forth the terms and conditions that govern orders placed by Client for Software Platform and Services under this Agreement.
A) The Company is acting as a event management hosted solution company.
B) The Client desires to use the Ivy League Event Management hosted software platform with direct web access; and
C) The Company desires to provide to Customer Ivy League Event Management hosted software platform
NOW, THEREFORE, IT IS HEREBY AGREED, by and between the Company and the Client, (hereinafter collectively referred as the “Parties” or individually referred as “Party”) as follows: -
A. DEFINITIONS AND INTERPRETATIONS
For purposes of this Agreement, the following words and expressions shall have the meanings set forth below, except where the context otherwise requires:
A.1. “Agreement” means the agreement between the Company and the Client, incorporating the terms and conditions contained herein, and other relevant documents.
A.2. “Application Software” means the Ivy League Conference Management Platform software listed in Exhibit A.
A.3. “Confidential Information” means any and all information related to the services and/or business of a party that is treated as confidential or secret by the party, and is labeled or otherwise identified as confidential or secret by such party when disclosed to the receiving party or that a reasonable person would reasonably understand to be confidential. “Confidential Information” will not include information (i) already lawfully known to or independently developed by the receiving party, (ii) generally known to the public, (iii) lawfully obtained from any third party without any obligation of confidentiality, or (iv) independently developed.
A.4. “Hosting Service”, “Hosted Solution” or “Solution” means the hosting of Application Software and storage of Client Data on Company’s or third party computer servers and making Application Software available to Client through a website maintained by Company or a third party. Through the Hosted Solution, Client may add to, alter and manipulate Client Data and perform other data processing and communications functions.
A.5. “Client Data” means the content, records and data belonging to Client uploaded to and stored on Company’s or third party servers as part of the Hosting Service.
A.6. “User” means a single login ID.
A.7. “Website” means a specific URL provided by Company through which Customer accesses the Hosting Service.
A.8. “Services” means all or any part of the work or services to be performed by the Company detailed herein.
Other capitalized terms in this Agreement shall have the meanings ascribed to them in the Sections in which they first appear.
1. THE AGREEMENT
The Agreement is deemed to have been accepted by the Client with effect from the date of signing this Agreement by the Client and shall remain in force for the term as per Section 2 and upto the Services Period as per Section 8.1 below, unless terminated in accordance with Section 8.4 below.
2. Term of Agreement
This Agreement is valid for the order which this Agreement accompanies. This Agreement may also be referenced for any purchase that adds to the modules provided in the Hosted Solution or increases the scope or quantity of the original Solution ordered (e.g., additional Users), for any additional Solution options offered by the Company for the original Solution ordered, and for any renewal or Auto Renewal of the Services Period of the original order
3. Grant of Licenses. Company hereby grants to Client a non-exclusive, non-transferable license to use the Hosted Solution, including Company-supplied Ivy League Application Software on “as-is” basis, during the term of this Agreement, in accordance with the terms and conditions of this Agreement. With respect to any Company-supplied third-party software product, the Additional Terms for the software shall apply, in addition to all other terms and conditions set forth in this Agreement. Customer may use the Application Software to access, add to, delete and manipulate Client Data in connection with their business activities. You acknowledge Company has no delivery obligation and will not ship copies of the Company Applications to you as part of this service. Client acknowledges that all right, title and interest in and to, including patent, copyright, trademark, trade secret and other intellectual property rights in Company-supplied Application Software belong to Company or its suppliers, and all rights not granted herein are reserved by Company and its suppliers. Client agrees not to modify, create derivative works of, decompile, disassemble or reverse engineer any Company-supplied Application Software.
3.1 Agreements Regarding Use of Hosting Service. Client agrees to use the Hosting Service, including Company-supplied Application Software, only for the purposes described above. Client acknowledges that all right, title and interest in and to, including patent, copyright, trademark, trade secret and other intellectual property rights in Company-supplied Application Software belong to Company or its suppliers, and all rights not granted herein are reserved by Company and its suppliers. Client shall not: (i) post or transmit on or through the Hosting Service or Website any libelous, obscene or otherwise unlawful information of any kind; (ii) interfere with, disable, modify, create derivative works of, decompile, disassemble or reverse engineer Company-supplied Application Software; (iii) engage in any conduct involving the Website, the Hosting Service or the Application Software that would constitute a criminal offense or give rise to civil liability under any local, state, central or other law or regulation; (iv) remove, modify or obscure any copyright, trademark or other proprietary notices that appear on Company-supplied Application Software or that appear during its use; (v) copy, sublicense or distribute any Company-supplied Application Software or permit its use by any third party; (vi) engage in any activities which interfere with or disrupt use of the Hosting Service by others, including without limitation distribution of “spam”, attempting to access data belonging to third parties or knowingly introducing or permitting to be introduced into or through the Website or the Hosting Service any worm, virus, Trojan horse or other software routine permitting unauthorized access to the Hosting Service or intended to erase or alter data or otherwise damage Company’s network.; or (vii) use the Hosting Services, including Company-supplied Application Software, in any application or situation where the Application Software’s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage. Client agrees to conform to and follow such other reasonable policies and instructions regarding access to and use of the Hosting Service which Company may post on the Website from time to time.
4. Fees and Payment.
4.1 Fees All fees payable to Company are due within 30 days from the invoice date. Once placed, Client order is non-cancellable and the sums paid non-refundable, except as provided in this Agreement or Client order. Client will pay any sales, value-added or other similar taxes imposed by applicable law that Company must pay based on the Hosted Solution ordered by Client, except for taxes based on Company’s income. Also, Client will reimburse Company for reasonable expenses related to providing any additional professional services, including travel for meetings, technical support and stay if any required at Client site. Fees for Hosted Solution listed in an order are exclusive of taxes and expenses.
4.2 Invoices Client understands that Client may receive multiple invoices for the Hosted Solution ordered. Invoices will be submitted to Client, for Hosting Service and Application Software, including payment gateway and third party fees and other items. The invoice shall also include any sales or use taxes and other governmental levies which are Client’s obligation but which Company is obligated to collect under applicable state or Central law. In no event will one party be responsible for any taxes levied against the other party’s net income.
4.3 Availability Client agrees and acknowledges that Client has not relied on the future availability of any Services, programs or updates in entering into the payment obligations in Client order; however, the preceding does not relieve Company of its obligation during the Agreement Period to deliver Hosted Solution that Client has ordered per the terms of this Agreement.
4.4 Payment. All invoices are payable on receipt without deduction. In the event that invoices are not paid within 30 days of receipt of invoice, the Company shall be entitled to charge collection expenses and default interest. The Client is in default 30 days after receipt of invoice and without payment received and the Supplier shall be entitled to charge default interest of ten percentage points annually.
4.5 Terms. In the event Company cannot recover the account even after 30 days of invoice date, Company reserves the right to suspend or terminate the Client’s right to use Hosted Solution.
5. Initial System Setup.
5.1. Application Software. Company shall make the Hosting Service, including use of any Application Software supplied by Company, strictly on “as-is” basis, available to Client on the Effective Date. Company will keep the Application Software updated as required. Company warrants it has all licenses or rights necessary to use and permit Clients to use Company-supplied Application Software. Customisation of the Application Software requested by Client, if any, will be considered for approval by the Company and, if approved, will be charged separately as per the assessment made by the Company.
Client agrees to indemnify and hold Company harmless from any and all claims, causes of action, liabilities and expenses arising out of or related to use by Client of Company-supplied Application Software.
5.2. Client Responsibilities for Setup. Client shall provide Internet connectivity to the Website with sufficient bandwidth to meet their utilization demands. Client shall connect with a browser configuration specified by Company and meet minimum latency requirements specified from time to time by Company.
5.3. Passwords. Company will furnish individual Users with logon identities and passwords under procedures specified by Company from time to time. Client is responsible for maintaining the security of the passwords that are assigned to them and Company shall have no responsibility for unauthorized access to Client Data that results from the failure of to maintain security.
6. Maintenance and Software Upgrades. From time to time it will be necessary for Company or its suppliers to undertake maintenance of its computer hardware used in connection with the Hosting Services and maintain, including providing upgrades to, the Application Software. Company will use reasonable commercial efforts to conduct these activities on a scheduled basis as described below; however, emergency, unscheduled maintenance may be necessary from time to time.
6.1. Scheduled Maintenance. Scheduled maintenance will occur at commercially reasonable times. Access to the Hosting Service, including use of Application Software, may be unavailable or diminished for all or a portion of the scheduled maintenance period. If scheduled maintenance does not cause the Website to be totally unavailable during the maintenance period, Company will post on the Website information concerning the probable length of the maintenance and which portions of the Hosting Service may be affected.
6.2. Emergency Maintenance. Maintenance may be required at times other than scheduled maintenance periods. Company will use commercially reasonable efforts to notify Client of any emergency maintenance and to complete such maintenance in a commercially reasonable period.
6.3. Software Upgrades. Client acknowledges that Company provides the Hosting Service in a shared environment and accordingly Company will determine if and when to upgrade Company-supplied Application Software. Client acknowledges that any maintenance of Company-supplied Application Software will be performed by Company and none of Company’s suppliers shall have any obligations or liability with respect to such maintenance. Whenever practicable, Company will conduct software upgrades during the scheduled maintenance periods. If software upgrades cannot be reasonably conducted during the regular scheduled maintenance periods, Company will give Client reasonable advance notice.
6.4. Client Support. Provided the Client is current in its payment of fees under this Agreement, Company shall provide to Client its standard technical support and maintenance at no additional charge. Standard support and maintenance include Company support personnel shall be available to provide telephone support and assistance via email directly to Client during Company’s normal business hours (9:00am to 6:00pm Monday-Friday).
7. Backup; Return of Client Data.
7.1. Regular Backups. Regular full system backups will be performed and a copy of the latest full backup will be retained, on a two week rotation schedule. Company shall not be responsible for maintaining copies of any other backups, and, once a full system backup has been performed, Company may delete or destroy all copies of previously performed backups. Company will take commercially reasonable steps to maintain data integrity in any backup, but Company is not responsible for loss of data or data integrity so long as Company has performed the backup in a commercially reasonable manner. Company does not maintain copies of data manipulations by Client between backups and Company’s responsibility for maintaining Client Data is limited to what is contained in the backups described above.
Company recommends Client perform regular data backups to a local computer hard drive, CD or other appropriate media.
7.2. Return of Client Data. Upon termination of this Agreement, Company shall retain a copy of the Client Data for a reasonable period of time in order to give Client an opportunity to export the Client Data. Unless Client gives notice to Company within fifteen (15) business day period, following the expiration of the fifteen (15) business day period, Company may erase all Client Data in its possession and discard any copies or backups of such Client Data in its possession without any liability or further obligation to Client. Prior to termination the Client is responsible for creating reports from the Hosted data. Company desktop applications will not be provided to the Client.
7.3 Rights and Responsibility for Client Data. Company acknowledges and agrees that all rights to the Client Data shall be owned by Client. Company agrees to treat the Client Data as Client’s Confidential Information and shall take reasonable security measures to prevent unauthorized access to such Client Data by third parties. However, Client acknowledges that Company cannot guarantee the security of the Client Data against access by “hackers” and other unauthorized persons, and Client agrees that as long as Company has taken reasonable steps to protect the Client Data, Company shall not be responsible for unauthorized actions of third parties. Client agrees that Company may intercept and disclose to governmental agencies any Client Data to the extent reasonably necessary to protect the rights of Company or to comply with any law or regulation, judicial process or governmental request. Company has no obligation to monitor, review, screen, edit or otherwise control the Client Data. Company's obligations with respect to the Client Data are limited to storing it on a computer server and making it available as part of the Hosting Service, and Company has no responsibility whatsoever for the accuracy, integrity, reliability or adequacy of the Client Data or its use by Client or any third parties. As between Client and Company, all responsibility and liability for the Client Data and its use lies with Client, and Client shall indemnify and hold harmless Company from any and all third party claims, causes of action liabilities and expenses arising out of or related to Company’s performance of the Hosting Service with respect to the Client Data.
8. Services Period; End of Services
8.1 Sevices Period. Hosting Services and Hosted Solution including Application Software will be provided under this Agreement for upto 30 days after the end date of Client’s event, subject to a maximum period of one year from the date of Agreement, or the Services Period as clearly specified in Client order, unless earlier suspended or terminated in accordance with Section 11 of this Agreement or the order.
8.2 Upon the end of the Services Period, Client no longer has rights to access or use the Hosted Solution, including the associated Programs and Services; however, at Client request, and for a period of up to 7 days after the end of the applicable Services Period, the Company will make available Client Content for the purpose of retrieval by Client. At the end of such 7 day period, and except as may be required by law, the Company will delete or otherwise render inaccessible any of Client Content.
8.3 Company may temporarily suspend Client password, account, and access to or use of the Solution if Client or Client Users violate any provision within this Agreement, or if in Company’s reasonable judgment, the Solution or any component thereof is about to suffer a significant threat to security or functionality. Company will provide advance notice to Client of any such suspension in Company’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. Company will use reasonable efforts to re-establish the affected Solution promptly after Company determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured. Company may terminate the Hosted Solution if any of the foregoing causes of suspension is not cured within 30 days after Company’s initial notice thereof. Any suspension or termination by Company under this paragraph shall not excuse Client from obligation to make payment(s) under this Agreement.
8.4 Termination If either of Client or Company breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If Company terminates the order as specified in the preceding sentence, Client must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Solution under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. Client agrees that if Client is in default under this Agreement, Client may not use the Solution ordered.
8.5 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
9. Limitations and Disclaimer.
9.1. Disclaimer. Except as expressly provided, the Hosted Solution, including use of Company-supplied Application Software, is furnished “AS IS” without any warranty whatsoever. All other warranties, express or implied, including any warranties of merchantability or fitness for any particular purpose, or non-infringement are specifically excluded and disclaimed. Without limiting the foregoing, Company does not warrant that Company-supplied Application Software or any other part of the Hosting Service will meet Client’s requirements, or that the operation of the Hosting Service will be uninterrupted or error free. Except as expressly provided herein, neither Company nor any of its suppliers shall be liable for any damages relating to this Agreement or the Hosting Service. Neither Company nor any of its suppliers shall be liable for any incidental, punitive, indirect or consequential damages arising out of or in connection with this Agreement, including without limitation damages for loss of data or lost profits, even if advised of the possibility of such damages. In any event, Company’s maximum liability hereunder shall be the amount actually collected from Client during the most recent sixty (60) day period.
9.1.1 COMPANY DOES NOT GUARANTEE THAT (A) THE SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT COMPANY WILL CORRECT ALL SOLUTION ERRORS, (B) THE SOLUTION WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY COMPANY, AND (C) THE SOLUTION WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT. COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES.
9.1.2 FOR ANY BREACH OF THE SOLUTION, CLIENT’S EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SOLUTION, OR, IF COMPANY CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CLIENT MAY END THE DEFICIENT SOLUTION.
9.1.3 TO THE EXTENT NOT PROHIBITED BY LAW, ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.2. Actions of Third Party, Force Majeure. Without limiting the foregoing disclaimer, Client specifically acknowledges that Company’s ability to furnish the Hosting Service hereunder is dependent on third parties, including telecommunications and electrical power providers, and actions or inactions of such third parties may impair or disrupt the Hosting Service. In addition, from time to time third parties may take action intended to interfere with the availability of the Hosting Service, such as denial of service attacks or the spread of computer viruses. So long as Company and its suppliers act in a commercially reasonable manner, Company and its suppliers will have no liability whatsoever with respect to or resulting from any circumstances or actions of third parties beyond Company’s reasonable control.
9.3. Notice of Claims. Client must notify Company in writing of any claim Client has against Company within ninety (90) days of Client’s knowledge of the claim or the claim shall be barred and Client waives any right to proceed against Company on the claim.
9.4. Basis of the Bargain. Client acknowledges that Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers set forth in this Agreement, and that the same form an essential basis of the bargain between the parties.
10. THIRD PARTY WEB SITES, CONTENT, PRODUCTS AND SERVICES
10.1 The Hosted Solution may enable Client to link to, transmit content to, or otherwise access, other Web sites, content, products, services, and information of third parties. Company does not control and is not responsible for such Web sites or any such content , products, services and information accessible from or provided through the Services, and Client bear all risks associated with access to and use of such Web sites and third party content, products, services and information.
10.2 Any Third Party Content made accessible by Company in or through the Hosted Solution Environment is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and Client acknowledges that Company is not responsible for and under no obligation to control, monitor or correct Third Party Content; however, Company reserves the right to take remedial action if any such content violates applicable restrictions of this Agreement, including the removal of, or disablement of access to, such content.
10.3 Client acknowledges that: (i) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (ii) features of the Services that interoperate with third parties such as iThenticate, Paypal, PayU, etc. (each, a “Third Party Service”), depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Services. Company may update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by Company in its sole discretion, Company may cease providing access to the affected Third Party Content or Third Party Services without any liability to Client. Any changes to Third Party Content, Third Party Services or APIs, including their availability or unavailability, during the Services Period does not affect Client obligations under this Agreement or the applicable order, and Client will not be entitled to any refund, credit or other compensation due to any such changes.
11. Relationship of the Parties. The relationship of the parties under this Agreement is and at all times shall remain that of independent contractors. Nothing in this Agreement will be construed to create a joint venture, franchise, employment or agency relationship between Company and Client. All financial obligations associated with Client’s business are the sole responsibility of Client. Client does not have, and shall not represent itself as having, any right or authority to obligate or bind Company in any manner whatsoever.
Notwithstanding any provision of this Agreement to the contrary, Company’s obligations hereunder are solely to Client and not to any individual User of Client.
12. Confidentiality. Each party agrees not to use any Confidential Information of the other party other than in support of the receiving party’s obligations under this Agreement unless the disclosing party has expressly granted the right to use such Confidential Information for another purpose. Each party further agrees to protect the Confidential Information of the other party in its possession against disclosure to third parties using the same degree of care as the receiving party uses to protect its own proprietary and confidential information, but at least reasonable care. In the event that a party becomes legally obligated to disclose Confidential Information of the other party, to the extent that such party may legally do so, it shall give the owner of the Confidential Information prompt notice of the required disclosure so that the owner may seek a protective order.
13. General Provisions.
13.1. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of India, without regard to that conflict of laws provisions.
13.2. Severability. If any provision of this Agreement is held invalid or unenforceable by any court or agency of competent jurisdiction, the parties shall mutually agree on an alternate, legally valid and enforceable provision. The remainder of this Agreement shall nevertheless continue in full force and effect to the extent continued operation under this Agreement without the invalid or unenforceable provision is consistent with the intent of the parties as expressed in this Agreement.
13.3. Entire Agreement. This Agreement, including the exhibits, sets forth the entire agreement between the parties regarding its subject matter and supersedes all prior understanding or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by both parties.
13.4. Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and their successors and assigns. This Agreement may not be assigned by Client without the prior written consent of Company, which consent shall not be unreasonably withheld or delayed.
13.5. Notices. Notices to be given under this Agreement shall be in writing to concerned authority and shall be deemed given when received, by an officer in the case of Company, and by an officer or any person having executive authority in the case of Client.