Enterprise Agreement

Introduction:
This agreement binds you or the company you represent (“you,” or “your”) to the terms and conditions set forth herein in connection with your use of Knorish Framework Pvt Ltd’s (“our”, “we”, “company” or “Knorish”) software, services or other offerings on our site (collectively, our “products”). By using any of the company products or clicking on the “signup” button, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, do not use the company products.

KNORISH FRAMEWORKS PRIVATE LIMITED, is a company incorporated under the Companies Act, 1956 having its registered office at SCO 17, DSC, Sector 23A, Gurgaon, HR – 210017, India (hereinafter referred to as “KFPL” which expression shall where the context admits, include its successors and assigns).KFPL is inter alia engaged in creating, developing and maintaining an online educational platform facilitated/ offered by KFPL accessible on the Internet at www.knorish.com providing access to recorded and live learning services for users (hereinafter referred to as the “Platform”).By using the Platform, you (“Licensee”/ “You”/ “Your”) signify Your agreement to be bound by the terms of the Platform License Agreement (as detailed hereinbelow). This Platform License Agreement constitutes an electronic record within the meaning of the applicable law, is generated by a computer system and does not require any physical or digital signatures.THIS PLATFORM LICENSE AGREEMENT (“Agreement”) is made and entered into on this ___day of _________, 20_ _, by and between KFPL and the Licensee. (The dates are recorded by the platform, when you sign up)KFPL and Licensee shall hereinafter be referred to collectively as “Parties” and individually as “Party”.

1. INTERPRETATION AND DEFINITIONS

1.1. Interpretation
1.1.1. Any reference in this Agreement to any statute or statutory provision, order or regulation shall be construed as including a reference to that statute or statutory provision, order or regulation as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders, regulations and directives modifying or extending the same.
1.1.2. Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders.
1.1.3. Unless otherwise stated references to clauses, sub-clauses, paragraphs, sub-paragraphs, schedules, annexure and exhibits shall mean and include references to clauses, sub-clauses, paragraphs, sub-paragraphs, schedules, annexure and exhibits related to this Agreement.
1.1.4. The Parties agree that the recitals shall form an integral part of this Agreement.
1.1.5. Unless otherwise stated time shall be of essence for the purpose of this Agreement.

1.2. Definitions
1.2.1. “Agreement” shall mean and include this Agreement and any and all schedules, annexures, and exhibits appended to it or incorporated by reference and shall include any amendments or addendums to this Agreement in writing;

1.2.2. “Applicable Laws” shall mean acts, statutes, rules, regulations, ordinances, or decisions of any executive, judicial, administrative or quasi-judicial authority, having the force or effect of law in India;
1.2.3. “Confidential Information” means all information about this Agreement and KFPL including but not limited to information as to its business, services, prices, plans, practices, techniques, finances and clients acquired pursuant to the relationship created hereby or otherwise and all assessments, advice, concepts, ideas, designs, reports, recommendations, presentations and any other material provided or developed hereunder;
1.2.4. “Device” shall mean and include the digital devices including laptops, desktops, mobiles, handheld devices, tablets, phablets etc. and all Internet enabled devices and such other devices as may be invented from time to time, which may or may not have telephony capability, either in-built or in conjunction with any device or software which allows it to have a telephony usage, accessed by wires or wireless diffusion which includes but is not restricted to inter-alia, GSM, CDMA, 2G, 3G, 4G, BWA, LTE, WiFi, WiMax or any other protocol or format now known or that may be developed in the future, through which the Platform may be accessible by the Licensee in accordance with this Agreement;
1.2.5. “Intellectual Property” shall mean all forms of intellectual property subsisting under the laws of India and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world. Intellectual Property includes trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any licences and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing;
1.2.6. “Person” means and includes an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company or other entity or organization, including a government or political sub-division or agency or instrumentality thereof and/ or any other legal entity;
1.2.7. “Term” shall have the meaning ascribed to it in Schedule – A hereto;
1.2.8. “Territory” shall mean the entire world.
1.2.9. “Usage Rules” means the Platform usage rules as set out in Schedule – B.

2. LICENSE

2.1. Subject to the terms and conditions of this Agreement, KFPL grants to the Licensee a limited, non-exclusive, non-transferable, revocable license for the Term and the Territory, to use and access the Platform in accordance with the license model detailed in Schedule – A of this Agreement.

2.2. Licensee shall not, and shall not permit any third party to:
2.2.1. Use and access the Platform except to the limited extent permitted in Schedule – A or
2.2.2. Decompile, reverse engineer, disassemble, rent, lease, loan, market, publish, distribute, reproduce, assign, sell, transfer, sub-license or create any derivative works from the Platform or any part thereof; or
2.2.3. Use any network monitoring or discovery software or hacking tools to determine the Platform architecture or extract information about the Platform and/ or any users of the Platform; or
2.2.4. Use any robot, spider, other automatic device, or manual process to monitor or copy the Platform; or
2.2.5. Directly and/ or indirectly list the Licensee course content on any third party websites (including without limitation Snapdeal, Flipkart, Amazon and/ or any other websites), without KFPL’s prior written consent; or
2.2.6. Alter, add, amend, copy, modify, reproduce, republish, distribute, display or transmit for commercial, non-profit or public purposes all or any portion of the Platform, except to the limited extent permitted in Schedule – A

2.3. Save and except the license as detailed in Schedule – A, for the Term and for the Territory; all rights of and into the said Platform shall remain vested exclusively with KFPL to the fullest extent.

2.4. Licensee hereby grants KFPL a royalty-free, non-exclusive, non-transferable, non-sub-licensable, limited license to use Licensee’s marks solely for the purpose of enabling the creation of marketing communications through or on the Platform. Such license shall be limited to the Term of this Agreement. During the Term of the Agreement, KFPL may include Licensee in any of KFPL’s customer lists and testimonials, solely for the purpose of identifying Licensee as a customer of KFPL. Licensee and KFPL acknowledge that the provisions of this clause do not convey any right, title or ownership interest in Licensee’s marks to KFPL.

2.5. The prices, terms and conditions and/ or any other matters provided on the Platform, and any modifications/ revisions carried out by KFPL, including any notices served by KFPL to the Licensee, shall be deemed to be included in the terms of this Agreement.

2.6. KFPL reserves the right to modify the terms of this Agreement including the license fees/ models and to introduce any new license models, at its sole discretion. The Licensee agrees and confirms that any/ all such modifications shall become effective forthwith on the issue of a notice, either specifically to the Licensee or generally, to that effect by KFPL by electronic mail or by posting on the Platform.

2.7. The Licensee further confirms that the Licensee’s continued use of the Platform after publication of the notice conveying modification of any terms of this Agreement and/ or the Platform, shall conclusively be the deemed acceptance by the Licensee of all such modifications.

3. LICENSE FEE

3.1. In consideration of the license granted to the Licensee under this Agreement, the Licensee shall pay KFPL a Platform license fee as determined in accordance with Schedule – A.

3.2. All payments to be made hereunder shall be deemed exclusive of any and all forms of sales taxes, service tax or similar duties/ levies which are chargeable thereon.

3.3. Non-payment of the License Fee by the Licensee within 15 (fifteen) days of the due date as per invoice raised by KFPL shall render automatic suspension of the license granted under this Agreement.

4. WARRANTIES

4.1. Both Parties warrant and represent to each other that they:
4.1.1. are free to enter into this Agreement and fully perform their respective obligations hereunder;
4.1.2. are under no obligation to any third party which will restrain or in any way affect the performance of their respective obligations hereunder;
4.1.3. are fully conscious and aware of all the terms and conditions of this Agreement and agree and confirm irrevocably that the same has been entered into without any pressure or coercion whatsoever and is a mutually agreed Agreement in its entirety;
4.1.4. shall not enter into any arrangement which will prevent/restrict either of them from performing the terms and conditions of this Agreement; and
4.1.5. shall ensure full compliance with all the Applicable Laws.

4.2. Licensee further represents and confirms that the Licensee and/or any of its office(s), agent(s), or any other person(s) acting for or on behalf of the Licensee are free and have full right and authority to enter into and perform this Agreement on behalf of the Licensee. The Licensee further agrees and confirms that all the details provided by the Licensee are true and correct and the Licensee shall keep KFPL duly informed in writing, of any revisions in any details of the Licensee.

4.3. Licensee further represents that they will not exploit any rights and/ or the Platform in excess/ contravention of the license granted to the Licensee in accordance with this Agreement.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. It is expressly agreed and clarified that, except as specifically agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks, logos, trade names, identifying slogans or similar intellectual property and that nothing contained in this Agreement, nor the use of the trademarks, logos, trade names, identifying slogans or similar intellectual property on the publicity, advertising, promotional or other material in relation to the Platform shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks, logos, trade names, identifying slogans or similar intellectual property.

5.2. Licensee unconditionally agrees and acknowledges that KFPL owns any/ all copyrights, design, trademarks and patents arising from the Platform or the works comprised in the Platform. Such Intellectual Property Rights shall solely belong to KFPL and the Licensee shall not be entitled to use and/or claim any right, title and/or interest in respect thereof.

6. INDEMNIFICATION

6.1. The Licensee releases KFPL from, and agrees to indemnify, defend and hold harmless KFPL (and its officers, directors, employees, agents and affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation attorney’s fees) (each, a “Claim”) arising from or related to:
6.1.1. The Licensee’s actual or alleged breach of any obligations in this Agreement;
6.1.2. The Licensee’s courses not being original and/ or plagiarizing any other content or in any manner being defamatory, obscene, libelous, blasphemous, inaccurate, infringing or violating any right including but not limited to copyright, moral right or privacy right or publicity or any other rights whatsoever, of any person, whether living or dead;
6.1.3. Any actual or alleged infringement of any Intellectual Property Rights by the Licensee and/ or any third party associated/ affiliated with the Licensee, and any personal injury, death or property damage related thereto.

6.2. The Licensee will use counsel reasonably satisfactory to KFPL to defend each indemnified Claim. If at any time KFPL determines in its sole discretion that any indemnified Claim might adversely affect KFPL, KFPL may take exclusive control of the defence at KFPL’s expense. The Licensee may not consent to the entry of any judgment or enter into any settlement of a Claim without KFPL’s prior written consent, which may not be unreasonably withheld.

7. DISCLAIMER

7.1.1. The Platform and information available or provided in connection with the Platform are provided to the Licensee on an ‘as is’ basis. Licensee agrees and confirms that access to the Platform is provided to the Licensee at their own risk. KFPL and its affiliates waive and disclaim: (a) any representations, warranties, declarations or guarantees regarding this Agreement, or the transactions contemplated hereby, including any implied warranties, declarations or guarantees of merchantability, fitness for a particular purpose or non-infringement; (b) implied warranties arising out of course of dealing, course of performance or usage of trade; and (c) any obligation, liability, right, claim or remedy in tort, whether or not arising from KFPL’s negligence.
7.1.2. KFPL does not warrant that the Platform will meet the Licensee’s requirements or be available at all times, secure, uninterrupted or error free, and KFPL will not be liable for any service interruptions, including, but not limited to system failures or other interruptions that may affect the access or use of the Platform by the Licensee. In jurisdictions where laws do not allow exclusion of an implied warranty, KFPL and its affiliates disclaim to the maximum extent permitted under applicable law all warranties of any kind, whether express, implied or statutory, including without limitation warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non- infringement or quiet enjoyment.

8. LIMITATION OF LIABILITY

8.1. KFPL will not be liable (whether in contract, warranty, tort including negligence, product liability, any type of civil responsibility or other theory, or otherwise) to the Licensee or any other Person for cost of cover, recovery or recoupment of any investment made by the Licensee or its affiliates in connection with this Agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement, even if KFPL has been advised of the possibility of such costs or damages. Further, except in case of gross negligence or willful misconduct, KFPL’s aggregate liability arising out of or in connection with this Agreement will not exceed at any time the total amounts of the License Fee received by KFPL during the prior 3 (three) months period in connection with the license provided under this Agreement.

9. TERMINATION

9.1. KFPL shall be entitled to terminate the Agreement upon the occurrence of any of the following:
9.1.1. the non-performance or breach by the Licensee of any of the terms, representations, warranties and obligations of the Licensee and failure to remedy the same within 15 (fifteen) days of receipt of a written notice from KFPL;
9.1.2. the continuation of an event or a combination of events of Force Majeure for more than 30 (thirty) days;
9.1.3. Notwithstanding anything stated herein, KFPL shall be entitled to terminate this Agreement without giving any reasons by issuing prior written notice of 30 (thirty) days to the Licensee.

9.2. However, the termination in clause 9.1 shall be without prejudice to the other remedies available to KFPL in law.

9.3. It is specifically agreed by the Licensee that it shall have no right to terminate this Agreement based on any breach hereof or for any other reason, and the Licensee’s sole and exclusive remedy with respect to any breach hereof by KFPL will be to seek monetary damages capped to the total License Fee paid by the Licensee during the prior 3 (three) months period to KFPL in connection with the license provided under this Agreement.

10. EFFECT/ CONSEQUENCES OF TERMINATIONUpon the expiry/ termination of this Agreement, the following consequences shall follow:

10.1. KFPL shall be released from all further obligations under this Agreement;

10.2. Licensee shall not be entitled to use and/ or access the Platform in any manner whatsoever;

10.3. The Licensee shall return all materials and all other properties, documents, whatsoever which the Licensee may have in its possession or under its control in relation to the Platform, immediately upon termination without any demur or protest;

10.4. Notwithstanding the termination of this Agreement, the provisions of this Agreement, the nature of which should reasonably require the survival thereof shall survive the termination of this Agreement.

11. NOTICES

11.1. All notices to be given will be in writing in English and will be sufficiently served if delivered personally or sent by registered post, email or fax to the address set out in the recitals to this Agreement or as the recipient may otherwise advise. Any notice will be received: (a) if delivered personally or by registered mail, upon receipt; or (b) if sent by email or fax, upon confirmation of successful transmission.

12. CONFIDENTIALITY

12.1. The Parties expressly acknowledge that all Confidential Information is to be treated by the Licensee as confidential. During the Term of this Agreement or thereafter, the Licensee shall not in any way make use of any Confidential Information to the disadvantage of KFPL or divulge any Confidential Information to anyone other than directors, officers and employees of the Licensee or persons designated thereby on a “need to know” basis unless or until such Confidential Information has been publicly released by KFPL or becomes generally known to the public (including the trade) from other sources or is required to be disclosed by law.

13. MISCELLANEOUS

13.1. Assignment: This Agreement is non-assignable by the Licensee. However KFPL and any subsequent assignee may freely assign this Agreement and grant its rights and/or obligations hereunder, in whole or in part to any third party.

13.2. Waiver: The failure of KFPL to enforce (or delay in enforcing) at any time for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of such terms or conditions or of the right of KFPL at any time subsequently to enforce all terms and conditions of this Agreement.

13.3. Non-Solicitation: Throughout the Term of this Agreement and for a period of two (2) years thereafter, the Licensee shall not, directly or indirectly, solicit or otherwise take away any employee or consultant of KFPL, or otherwise induce such employee or consultant to leave or change the employee’s or consultant’s position or relationship with KFPL, or to become an employee or consultant of, or otherwise become associated with the Licensee or any company or business with which the Licensee is or may become associated. The provisions of this clause shall survive the expiration or termination of this Agreement.

13.4. Severability: If any provision of this Agreement shall be determined invalid, illegal or otherwise unenforceable then that provision shall be severed and deleted from this Agreement and the remaining provisions hereof shall survive and remain in full force and effect and continue to be binding and shall not be affected except insofar as is necessary to make sense of this Agreement.

13.5. Force Majeure: Except for payment obligations of the Licensee, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (other than those limited to the affected Party) (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the affected Party immediately takes all reasonably necessary steps to resume full performance.

13.6. Variation: This Agreement shall constitute the entire agreement between the Parties and supersede any prior oral or written agreements. Any variation or modification of this Agreement must be in writing and signed by both Parties.

13.7. Relationship of Parties: Nothing in this Agreement will create a partnership, association of persons, agency or joint venture between Licensee and KFPL and neither Party may enter into any contract or obligation which purports to bind the other.

13.8. Governing Law: This Agreement shall be governed in all respects by the laws of the Republic of India as in effect in the city of Gurgaon, Haryana, India.

13.9. Dispute Resolution; Jurisdiction: If any dispute arises between the Parties during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the Parties hereto shall endeavour to settle such dispute amicably. In case of such failure, any of the Parties to the dispute shall be entitled to refer the dispute to a sole arbitrator. In case of disagreement as to the appointment of the sole arbitrator, the sole arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. The Arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996.

13.10. Counterparts: This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Schedule – A

License DetailsKNORISH ENTERPRISE MODEL LICENSE


1.) Licensee shall be licensed to use and access the Platform for providing restricted access to the Licensee’s own courses to a specified number of users accessing the Platform on behalf of the Licensee.

2) KFPL will assist the Licensee in creating new courses, creator’s dashboard and other tools in lieu of a monthly license fee as detailed in the billing section of the platform. Licensee acknowledges that KFPL shall be the sole owner of all title, interest and right to any and all deliverables and all underlying works created by KFPL in furtherance of this Enterprise license including any and all the documentation and the codes that may be developed by KFPL.

3) All the Intellectual Property, if any, in the Licensee’s course materials shall remain vested with the Licensee and all Intellectual Property in and to the Platform shall remain vested with KFPL.

4) Licensee hereby assigns and agrees to assign in the future, at KFPL’s request, ownership of all right, title and interest in and to any and all deliverables and all underlying works generated by KFPL in furtherance of this Enterprise license including ownership of all copyrights, trademarks and patents arising from the deliverables, documentation and the codes that may be developed by KFPL for the Licensee’s use and accessing the Platform.

5) All the Intellectual Property in relation to KFPL’s Platform and KFPL’s backend services in creating a new course, selling shopfront with payment gateway integration, creator’s dashboard and other tools, shall remain vested solely with KFPL.

6) In consideration of the license to use and access the Platform under the Enterprise model license as detailed above, the Licensee agrees to pay the License Fee in the following manner:a) Pay per user subscription fee as per the pricing policy of KFPL (as mentioned on www.knorish.com) for each user accessing the Licensee’s courses through the Platform, unless agreed otherwise in the quotes provided to the Licensee; This fee includes
(i) all taxes payable to the government/ semi-government, but will not exclude any tax withheld or deducted at source from such amounts collected;

7) KFPL will charge this amount to the Licensee in advance on a monthly or annual basis, as chosen by the Licensee.

8) “Term” means the period of operation of the Enterprise license as per the selected billing option chosen from the billing page of the platform.

9) Each user of the Licensee’s courses will have access to the platform only for the entire duration of operation of the Enterprise model license.

Schedule – B

Usage Rules

(i) All use and access of the Platform shall comply with these Usage Rules.

(ii) Licensee shall protect the Platform with best security methods prevalent in the industry for protection of high-value, confidential material. The security methods must be designed to prevent all unauthorised access to Platform. Licensee shall actively and regularly monitor the effectiveness of such security measures. Licensee shall provide a description of security methods and security monitoring procedures for Platform forthwith upon written request by KFPL. If Licensee becomes aware of a breach of Licensee’s internal network security, Licensee shall take immediately all measures necessary in order to prevent unauthorised access to Platform.

(iii) Licensee shall close the customer account of any user as soon as possible after discovering such user’s “hacking” activities and shall refuse to open any further accounts for that user. If possible, Licensee shall identify such individual(s) responsible for such “hacking,” and shall use best efforts to undertake all steps necessary to pursue prosecution of such individual(s). Licensee shall report all “hacking” incidents that expose Platform to unauthorised access within ten (10) days of such “hacking” incident.

(iv) If Licensee fails to take all necessary steps to prevent unauthorised access to or copying of Platform, then within 3 (three) days of learning of the existence of such unauthorized access to or copying of the Platform, Licensee shall, upon KFPL’s request, immediately discontinue using and accessing the Platform until such time as it has successfully taken all such steps necessary to prevent such unauthorised access to, or copying of, Platform.