MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (“Agreement”) is entered in Gurgaon, by and between: WANNAMO MARKETING PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at: Plot no. 241, First Floor, Udyog Vihar, Phase-1, Gurgaon, Haryana 122016, (hereinafter referred to as the “SingleInterface” and the subscriber (“Subscriber”) identified in the applicable Subscription Form, and governs Subscriber’s use of SingleInterface’s Subscription (as defined below). By accepting this Agreement, or by executing a Subscription Form that references this Agreement, Subscriber agrees to the terms of this Agreement. If an individual is entering into this Agreement on behalf of a company or other legal entity, Subscriber represents that the individual has the authority to bind such Subscriber to these terms and conditions. It is effective between Subscriber and SingleInterface the date the applicable Subscription Form is executed by both Parties (the “Effective Date”).
(The Subscriber and SingleInterface are hereinafter collectively referred to as the “Parties” and individually as the “Party” as the context may require.)
1. SCOPE OF SUBSCRIPTION & LICENSE
1.1. SingleInterface shall provide to the Subscriber, subscription to the products as detailed in the Annexure 2 of Subscription Form (“Subscription”)
1.2. License: Subscription to products of SingleInterface for one location of the Subscriber shall amount to a license for such location (“License”). The Subscriber therefore Subscribes to such number of Licenses as agreed under the Subscription Form.
1.3. Customer Support: SingleInterface shall provide customer support/assistance between 10am and 6pm IST (Monday to Friday), with exceptions in case of emergencies.
2. LIMITATIONS OF THE SUBSCRIPTION
By availing the Subscription, the Subscriber hereby acknowledges and agrees that:
2.1. The Publisher Partners are subject to change and the updated list of Publisher Partners shall always be available on SingleInterface’s website (https://www.singleinterface.com).
2.2. The Subscriber’s content and other Materials (as defined) to be published in furtherance to the Subscription herein shall be subject to the Publisher Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected/modified, in whole or in part, by a Publisher Partner at any time in its sole discretion to comply with such policies. SingleInterface has no control over the rejection/modifications made by the Publisher Partners and shall not be held liable for the same. SingleInterface shall only make formatting changes in the content and Materials as required to comply with Publisher Partners’ content policies. SingleInterface shall not make any material change in the content, without the express written approval of the Subscriber.
3. OBLIGATIONS OF SUBSCRIBER
3.1. Upon execution of the Subscription Form, the Subscriber shall provide to SingleInterface all the required information, admin authorizations, data and ‘Materials’ (as defined), thereby enabling SingleInterface to activate the Licences for ‘Minimum Guaranteed Locations’ and Contracted Locations as per Annexure 1 of the Subscription Form. SingleInterface shall not be liable for delay in activation of the Licenses resulting directly due to failure or delay on part of the Subscriber to provide required information for such activation.
4. REPRESENTATIONS AND WARRANTIES
4.1. Each Party represents and warrants to the other Party that:
4.1.1. It has full capacity, power and authority to execute the Subscription Form, this Agreement and has duly authorized the execution, delivery and performance of this Agreement and during the Term of this Agreement, will continue to have full capacity, power and authority to carry out and perform all its duties and obligations as contemplated herein
4.1.2. It has not and will not make any misrepresentation(s).
4.1.3. It has not and will not take any action or commit any omission which would or is likely to directly or indirectly jeopardize in any way the rights (including without limitation Intellectual Property Rights) of the other Party.
4.1.4. The performance of its obligations under this Agreement does not and will not violate or in any way infringe any rights of a third party; and is not impaired under any contract, agreement and/or law in accepting the engagements and performing its obligations under this Agreement.
4.2. Undertaking by Subscriber: Subscriber hereby undertakes to provide required information, admin authorizations, data and ‘Materials’ for activation of Licenses for the ‘Minimum Guaranteed Locations’ or contracted locations.
5.1. The Parties acknowledge that the Confidential Information will be shared amongst each-other. “Confidential Information” means any information which is proprietary and confidential to the either Party, including but not limited to, (i) information and material which is either marked ‘confidential’ or is by its name or nature intended to be exclusively for the knowledge of the recipient alone; (ii) any information relating to either Party not in public domain; (iii) all communications between the Parties regarding the subject matter of this Agreement including the scope of work and commercials as per Annexuresin Subscription Form; (iv) is not independently developed or learned by recipient, (v) any information concerning intellectual property rights, proprietary technique including without limitation, catalogue of services/products, technologies, technical and business strategies, marketing, pricing and other strategies, trade secrets, designs, software, codes, documentation and/or policies of either Party as well as any such information not generally known to third parties or received from others, whether such information has been expressly designated as ‘confidential’ or otherwise, to which either Party has or gains access to at any time during the Term of this Agreement or which is available to either Party, directly or indirectly, whether in writing, oral, graphic, visual or any other tangible, intangible or electronic form;
5.2. The recipient Party shall maintain strict confidence of the Confidential Information received by it, and shall not disclose it to any third party or use it for purposes other than for performance of the Agreement. The recipient Party shall take all reasonable measures to prevent the unauthorized disclosure of the Confidential Information it received from the disclosing Party
5.3. The recipient Party may disclose the disclosing Party’s Confidential Information to its authorized personnel, directors, officers, employees, representatives, agents, or third-party consultants or service providers on a strictly need-to-know basis, provided that such disclosure is necessary for the performance of this Agreement and such persons shall also be subject to the confidentiality obligations mentioned herein.
5.4. The recipient Party hereby agrees that the Confidential Information shared by the disclosing Party shall be the sole property of the disclosing Party.
5.5. Upon the request of the disclosing Party, the recipient Party shall promptly return all the Confidential Information that it received from the disclosing Party in tangible form to the extent reasonably practicable
5.6. The confidentiality obligations contained in this clause shall survive for a period of 1 year after the termination of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS & LICENSE
6.1. For the purpose of this Agreement, “Intellectual Property Rights" shall mean all forms of intellectual property including but not limited to patents, trademarks, copyrights, designs and all ancillary rights in any form, format and media whether in existence now or which may arise in future, for perpetuity and the entire territory of the world.
6.2.The Subscriber shall be the owner of the Materials supplied by the Subscriber to SingleInterface for the performance of the Subscription and the Intellectual Property contained therein, and nothing herein shall constitute a transfer of title, right, or interest in such Materials in favor of SingleInterface. “Materials” means any graphic, design, template, image, visuals, artwork, logo, texts, marks, CDs, data, network data, hardware, software, source code, information, trademark, or any other material or data provided to SingleInterface by the Subscriber or any of its affiliates or associates for, or in connection to performance, of the Subscription under this Agreement. The Parties further understand and agree that the Intellectual Property Rights in information shared during the term of this Agreement shall be the sole & exclusive property of the sharing Party. In the event of termination of this Agreement, the receiving Party shall promptly return the Intellectual Property Rights. The Subscriber understands and agrees that SingleInterface will develop and operate Business Location Pages ("Business Location Page") and other related applications for the Subscriber during the term of the Agreement. The Subscriber understands in this regard that the technology and source code used in development of the Business Location Pages are SingleInterface’s exclusive Intellectual Property and the Subscriber shall have no right to ownership of the same. All such intellectual properties associated with the Business Location Pages shall not be transferred to the Subscriber or any third party(ies) and the Subscriber shall discontinue the usage and access to the Business Location Pages of SingleInterface upon the termination and/or expiration of this Agreement. The Intellectual Property such as media files, images, videos, banners, location specific data and other similar information etc. will be shared by SingleInterface to the Subscriber.
6.3. SingleInterface hereby grants to the Subscriber, a non-exclusive access the Subscription, Licenses and the underlying Intellectual Property for legitimate business purposes during the Term of this Agreement and in accordance with this Agreement and/or an EULA as prescribed by SingleInterface from time to time. The subscription and License shall expire upon the termination of this Agreement.
6.4.The Subscriber hereby grants to SingleInterface’s, a non-exclusive, limited, royalty-free, revocable right and license to use, copy, publish, distribute, syndicate, reformat and update any content and/or Materials provided to SingleInterface for the purpose of providing the Subscription. The Subscriber hereby also grants a non-exclusive, limited, royalty-free right and license to use the Subscriber’s trademarks and/or service marks on the website or other marketing communications of SingleInterface. This access provided to SingleInterface under this clause shall expire upon termination of this Agreement.
7.1.Each Party (“Indemnifying Party”) shall, at its own cost and expense, indemnify, defend, or at its option, settle, and hold the other Party (“Indemnified Party”) and its employees harmless from and against any and all third-party liabilities, claims, actions, costs and expenses, including reasonable attorneys' fees and court costs, relating to, resulting from or in any way arising out of alleged infringement of third-party intellectual property rights by the Indemnifying Party. The obligation contained in this clause shall survive the termination of this Agreement.
7.2. SingleInterface shall not be liable for any issues arising due to breach of applicable laws or breach of intellectual property rights of any third party attributable to the publishing of “Materials” provided by the Subscriber which violates/infringes any third party rights, intellectual properties and the Subscriber shall indemnify and hold harmless SingleInterface from and against any claims (including any/all third party claims), losses, direct or substantial or consequential damages, costs (including settlement costs), suits, actions, judgments, proceedings (including any proceeding brought before any court, regulatory body, arbitration panel or other tribunal) and expenses including reasonable attorney’s fees, other expenses of litigation and third party claims or liabilities arising out of or in any way connected with the infringement or violations of any third party rights or the breach of the applicable law directly or indirectly resulting from use or publishing of the “Materials” of the Subscriber
8.1. Either Party may terminate this Agreement upon written notice to the other in the event that (a) the other Party commits a material breach of the Agreement and fails to cure such default to the nondefaulting Party’s reasonable satisfaction within thirty days after receipt of notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditor’ rights or otherwise ceases to conduct business in the normal course.
8.2. Upon termination, SingleInterface may immediately revoke any further access to the subscription and corresponding products, modules and features as defined in Annexure 2 of Subscription form. SingleInterface shall support the transition process of listings data and information from SingleInterface’s servers to the Subscriber’s servers or person(s)/server(s) as specified by Subscriber and also transfer of management rights to account(s)/User(s) (only limited to GBP management) specified by the Subscriber. All the other publisher’s listing will be revoked.. It is hereby clarified that SingleInterface shall not be liable to refund any fees to the Subscriber for the Subscription already rendered if the Agreement is terminated.
8.3. The termination, expiration or non-renewal of this Agreement shall not release a Party from its obligation and liabilities of payments and all such matters of business due in favor of the other Party, accrued prior to the date of termination, expiration or non-renewal of this Agreement and all the provisions governing such obligations shall survive termination of this Agreement
9. LIMITATION OF LIABILITY AND DISCLAIMER
9.1.Notwithstanding anything to the contrary contained in this Agreement, SingleInterface’s liability, whether in contract or otherwise (including indemnity obligations under Clause 7), arising out of or in connection with this Agreement shall not exceed the total fees paid by the Subscriber to SingleInterface during the 1 (one) months period preceding the date of the claim/dispute. This clause shall survive the termination of this Agreement. To the extent any liability of SingleInterface which can be disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.
9.2. The Subscription provided by SingleInterface under this Agreement is on an ‘as is’ and ‘as available’ basis. To the fullest extent permitted by applicable law, SingleInterface makes no, and disclaims all, warranties (including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose and non-infringement), guarantees, and representations, whether express, implied, oral or otherwise, with respect to the Subscription.
10.1. This Agreement along with Subscription form and all it’s associated Annexures constitutes the entire agreement between the Parties and supersedes all prior written agreements, understandings and negotiations between the Parties.
10.2. Each Party shall have right to assign or transfer all or any of its rights, benefits or obligations under this Agreement with written notification to the other Party.
10.3. The relationship between SingleInterface and the Subscriber is that of a principal and independent contractor, and SingleInterface shall not be deemed to be an agent or employee of Subscriber
10.4. Either Party shall not be liable for any delay or default in the performance of this Agreement in case such performance is hindered by natural disasters, actions or decrees of governmental bodies, act(s) of God, and/or any other causes beyond the reasonable control of such Party (“Force Majeure Event”). The affected Party shall immediately notify the other Party of such Force Majeure Event through written notice within 7 (seven) days of occurrence of such event. In case the Force Majeure Event continues for a period of 90 (ninety) days of notifying the other Party about the Force Majeure Event, the other Party shall be entitled to terminate this Agreement by giving a written notice.
10.5. Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, or, if sent via email, upon sending by the sender, so long as no bounce-back or other message failure alert is received by the sender and (b) if the party giving the Notice has complied with the requirements of this Section. Address: Plot no. 241, First Floor, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016 E mail: firstname.lastname@example.org Attention: Tarun Chandersen Sobhani In the case of notices to the Subscriber: to the Notice contact at the address and/or email address provided to SingleInterface by the Subscriber.
10.6. Non-Solicitation: During the period commencing on the execution of Subscription Form and ending 1 (one) year following the date of termination, the Subscriber shall not, without SingleInterface’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of SingleInterface or its affiliates; or (ii) hire, on behalf of the Subscriber or any other person or entity, any person who has left the employment of SingleInterface within the one year period following the termination.
10.7. Governing Law: This Agreement shall be governed exclusively by and shall be construed and enforced in accordance with the laws of India. Subject to Arbitration as per clause 10.8 below, the Parties hereby submit to the exclusive jurisdiction of the courts at New Delhi.
10.8. Arbitration: If any dispute, difference, claim or controversy (the "Dispute") arises between the Parties about the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the Parties shall make efforts to negotiate in good faith and resolve the Dispute(s) within 30 days of its communication by either Party. Upon failure of Parties to mutually resolve the Dispute, the same shall be referred to a sole arbitrator mutually appointed by the Parties. The arbitration proceedings shall be governed by the Arbitration & Conciliation Act, 1996, as amended. The seat and venue of arbitration shall be at New Delhi, India. The award of arbitrator shall be final and binding on the Parties
10.9. No amendment, modification, alteration or enlargement of this Agreement shall be valid or binding unless in writing and signed by the Parties
10.10.The waiver by either Party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will otherwise remain in full force and effect.