End user license agreement
1.1 The Licensor has sufficient rights in the “Wadhwani Advantage Platform” or “WAP” comprising:
(i) “Applicable Law” shall mean any applicable statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, by-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law, by any national, state or local agency, ministry, public official, court or other governmental organization having jurisdiction over the matter in question or the performance of any obligations of the Parties under any other agreement, whether in effect as of the date of this EULA or thereafter;
(ii) “Confidential Information” means confidential or proprietary information of the Licensor, in any form, that was disclosed or provided to the Licensee or became known to the User through their relationship under this EULA or supplied in connection with this EULA either marked as being confidential, or by its nature should be reasonably understood to be confidential. Confidential Information includes, without limitation, the Liecsnor’s Content, materials relating to the Programmes and the Licensor’s Intellectual Property, all financial, technical, business, operational, commercial, administrative, marketing, planning, development, staff management, information and data, and all other information, specification, analyses, data, designs, experience, inventions, trade secrets, product information, know-how, computer software, applications, systems and/or programmes, either directly or indirectly disclosed, communicated, corresponded or in any way, made available by the Licensor to the User, regardless of the means of transmission and whether in tangible or electronic format. Confidential information does not include any information that (i) is known to the User, before receipt thereof; (ii) is disclosed to the Licensor by a Person who is under no obligation of confidentiality to the Licensor hereunder with respect to such information and who otherwise has a right to make such disclosure; (iii) is or becomes generally known in the public domain through no fault of the User; or (iv) is independently developed by the User without the aid of, access to or use of the Licensor’s Confidential Information;
(ii) “Derivatives” shall mean (i) any derivative, or any work characterized under Applicable Law as a derivative work, in respect to copyrightable or copyrighted material; (ii) for patentable work or patented material, any improvement thereon; and (iii) for trade secrets, any new material derived from the existing material pertaining to the trade secret, including new material that may be protected by a copyright, patent or trade secret;
(iii) “Effective Date” shall be the date on which the User has agreed to the terms of this EULA;
(iv) “End User Content” shall mean modules, videos, presentations, and related information that are designed and produced by the User and posted/uploaded on the Software;
(v) “End User Data” shall mean all data collected through the Licensed Software by the Licensee from and about End Users;
(vi) “End User Intellectual Property” shall mean all rights, title, interest and intellectual property rights contained in the End User Content;
(vii) “Licensor Content” shall mean the modules, videos, presentations, and related information that are designed and produced by or on behalf of the Licensor and hosted on the Software;
(viii) “Licensor’s Intellectual Property” shall mean and include the WAP and its Software, along with the Licensor’s Content and the Programmes provided under this EULA to the User, including all patents, inventions, trademarks, trade and business names and all associate goodwill, copyrights (including moral rights and other related rights), plans, designs, layouts, domain names, rights in databases, rights to sue for passing off, rights in information (including confidential information), tools and methodologies, applications, technical and commercial know-how and all other similar or equivalent rights subsisting now or in the future, in any part of the world, in each case, whether registrable, registered or unregistered, and shall include all application for and renewals or extensions of such rights, for their full term;
(ix) “Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, limited liability partnership, unincorporated organization, government (or any agency or political subdivision thereof) or other legal entity or organization;
(x) “Programmes” shall include specialised contests, events and challenges designed and developed by the Licensor, either individually or in collaboration with third parties;
(xi) “Software” which is software owned or co-developed by or on behalf of the Licensor, or in which the Licensor has sufficient rights, and which has been licensed herwewith to the User and shall include any documentation, manuals relating to such software, upgrade, patch, update, modification or other enhancement thereto but does not include any software or content made available by the Licensor through open source or a creative commons license; and
(xii) “Upgrades” shall mean any change or modification or subsequent release of the Licensed Software that incorporates a substantial degree of new functionality.
In this EULA, unless the context thereof requires otherwise:
i. Headings, bold typeface and used for the sake of convenience, and shall be ignored for the purpose of interpretation;
ii. Any reference to the singular includes reference to the plural, and vice-versa;
iii. Any reference to words of any gender are deemed to include the other gender;
iv. The expressions “hereof”, “herein” and other such similar or derivative expressions shall be construed as references to this Agreement as a whole, and not limited to the particular Clause or provision in which the relevant expression appears;
v. Any reference to the words “include”, “includes”, or “including” shall be construed without limitation;
vi. Any word or phrase defined in the body of this Agreement, as opposed to being defined in Clause 1.1, shall have the meaning assigned to it in such definition throughout this EULA, unless the contrary is expressly stated or the contrary appears to be clear from the context;
vii. Any reference to any agreement or document shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented, or novated in writing at the relevant time in accordance with the requirements of such agreement or document, and if applicable, of this EULA with respect to amendments;
viii. Any reference to any legislation, law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under that provision;
ix. Any reference to Recitals, Clauses, Paragraphs and Schedules, shall be in reference to the same as found in this EULA; and
x. Any reference to this EULA shall be in relation to the whole of this EULA, including all the annexures thereto, and shall be deemed to include any amendments or modifications to this Agreement, from time to time.
1.3 Your acceptance of this EULA implies that you have the capacity to enter into a legally binding contract as per Applicable law, , and where the Users are below the age of majority as mandated under Applicable laws, parents / legal guardians of such Users have consented to and have exercised their discretion before permitting the User to do so.
1.4 We reserve the right to amend all or any of the terms of this EULA and our other Policies at our sole discretion without any prior notice. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the WAP, including the Software following any such amendment indicates your acceptance of such amendment.
2. USAGE OF THE WAP
2.1 Pursuant to the creation of the Account in accordance with Clause 2.3 below and subject to your compliance with this EULA and our other Policies, we grant you a limited, non-exclusive, non-transferable, non-assignable, royalty free, revocable-at-will license, without the right to grant sublicenses to:
(i) access and use the WAP in accordance with the terms of this EULA, and not for any commercial purposes; and
(ii) post/upload End User Content in terms of this EULA.
2.2 The Licensor shall be permitted to offer, assign or delegate the Licensor’s Intellectual Property, including any variations, modifications, Upgrades or alterations thereof, to any Person, on the terms that the Licensor deems fit.
2.3 User Account
(i) In order to access and use the WAP, you are required to create an account (“Account”) by providing your details such as name, gender, date of birth, contact number and email address (collectively, the “Information”). You are required to ensure that the information provided by you is accurate and up to date at all times.
(ii) Upon successful creation of the Account, you will be issued a username and password, linked to your Account. User Accounts are personal, confidential and not transferable. You will be responsible for all information and content posted under your Account. You will create only one user Account and will not create successive Accounts unless the previous Accounts are duly deleted. Each Account will correlate to 1 (one) User license and cannot be shared or used by more than 1 (one) User at a time.
(iii) By providing us with the Information, you agree that the contact number supplied by you is not part of any “do not call” registry or its equivalent, anywhere in the world and that we may use the Information to send you communication, notices or alerts that are transactional, informational and promotional in nature, from time to time. Please ensure that the contact Information provided by you are accurate and up to date at all times.
(iv) We reserve the right to amend, modify, restrict, suspend or discontinue your access to any or all parts of the WAP without prior notice. If your Account has been disabled, suspended or discontinued by us, you will not create a new Account, whether with your information, or otherwise.
(ii) The Licensor is a not-for-profit charitable organization and therefore, any personal data that is collected and processed by the Licensor is for non-commercial purposes. The personal data is used for us to create an account with us that help entrepreneurs, mentors and mentees to meet and exchange their ideas on the WAP and also for service providers who need to access the WAP for providing its services.
(iii) Non-personal or anonymous data may be collected automatically to improve functionality and the User’s experience with the Software. The User agrees that the Licensor owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective or for any other non-commercial purposes.
(iv) The Licensor is committed to your privacy and will not share any personal information with any third party, or otherwise associate a cookie, web beacon, or other mechanism with personally identifiable information, without explicit consent from the User.
(v) The Licensor shall use the End User Data only for the Software and the Licensor’s Content as contemplated in EULA.
2.5 User’s Responsibilities
(ii) The WAP is not to be misused in any manner, including for pornographic purposes, to aid indecent representations or for any other purpose, which we deem to be objectionable.
(iii) The User shall not:
(a) make any use or disclosure of the WAP that is not expressly permitted under this EULA;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, object code, underlying structures, algorithms, ideas, know-how or any other information of or related to the Software;
(c) alter, adapt, dilute, modify, translate, adapt or create Derivatives based on the WAP;
(d) make any copies of the Software and / or the Content;
(e) send spam or otherwise duplicative or unsolicited messages in violation of Applicable law;
(f) resell, distribute, or sublicense the Software and / or the Content;
(g) make the Software available to or otherwise allow any third party other than the Users to use or access the WAP;
(h) remove or modify any proprietary marking or restrictive legends placed on the WAP;
(i) introduce into the Software any software, virus, worm, “back door”, Trojan Horse, or similar harmful code;
(j) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from the Licensor that allows the Licensor to measure the performance and provide the Software;
(k) use the WAP in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Software, or (C) copy any ideas, features, functions or graphics of the Software;
(l) extract data from the Software;
(m) facilitate or encourage any violation of this EULA or our other Policies;
(n) make any statement(s) or comment(s) on the Software which is any inaccurate, false, unfair or defamatory to us or other Users or which violates the legal right of others;
(o) directly or indirectly solicit the Account Information of other Users or access or try to access any account which does not belong to you;
(p) attempt to or gain unauthorized access to any portion or feature of the WAP including other User’s Accounts, or any other systems or networks connected to the Software or to any server, computer, network, or to any portion of the WAP by hacking, password “mining” or any other illegitimate means;
(q) probe, scan or test the vulnerability of the Software or any network connected to the Software or breach the security or authentication measures on the Software or any network connected to the Software; or
(r) upload, host, display, publish, share or otherwise make available on the Software any content or information that belongs to anyone else, or is harmful or disparaging, or violates any law.
(iv) You agree to be fair, accurate and non-disparaging while leaving comments, feedback, features, ideas, suggestions, bug reports, testimonials and reviews on or about the WAP or the Software. You confirm that such submissions do not and shall not infringe any intellectual property rights of any person. You agree to assign, and hereby do assign all rights in these submissions (i.e. comments, feedback, suggestions, testimonials, and review) to the Licensor. You acknowledge that the Licensor shall be entitled to use the submissions for any purpose whatsoever, without any compensation to you. In any event, such submissions are not and will not be treated as confidential and the Licensor shall not be liable for any disclosure of the submissions.
(v) If the User violates this Paragraph 2.3, the Licensor shall have the right, in its sole discretion, to deny the User access to the WAP, or any portion thereof, without any notice. Further, we reserve the right to restrict access to the WAP, if you have been or we have reasonable grounds to believe that you have been convicted of an offence under Applicable law.
2.6 Third Party Providers
(i) The Licensor does not make any warranties or representations regarding any products or services provided by third parties regardless of whether such products or services or provided as part of the WAP. Any exchange of data or other interaction directly between the Licensor and such third party provider as referred above, and any purchase by the User of any product or service offered by such third party provider and not part of the WAP, is solely between the User and such third party provider. We are not, and cannot be a party to, or control in any manner, any such transactions.
(ii) We may provide links to our partner’s or other third party websites or mobile applications. Such linked websites and mobile applications are provided “as is” for your convenience only with no warranty, express or implied, for the information provided within them. You shall consequently also be bound by the terms or use prescribed by such third party.
(iii) We shall not be liable for any disputes arising from or in connection with the transaction between you and any third party, and shall not and are not required to mediate or resolve any such disputes or disagreements.
3. RIGHTS IN THE WAP
3.1 Licensor’s Intellectual Property Rights: All rights, title, interest and Intellectual Property Rights in and to the WAP, related documentation, user manuals and all components thereof or any modifications, customizations, new versions, Upgrades, updates and enhancements thereto, either prior to the Effective Date, or during the Term shall always vest in the Licensor. Nothing herein shall convey title or any proprietary rights in or over the WAP or any modifications, customizations, new versions, Upgrades, updates and enhancements thereto to the User.
3.2 The Licensor shall have the exclusive right to use, assign, delegate, license, or transfer any of its rights in respect of the WAP.
3.3 The User unreservedly acknowledges the Licensor’s ownership of the WAP, and hereby undertakes not to do, permit or suffer anything to be done, which may infringe the Licensor’s Intellectual Property Rights, or otherwise interfere with the Licensor’s exercise of the Intellectual Property Rights, in any manner whatsoever.
3.4 End User Intellectual Property Rights: All rights, title and interest in the End User’s Intellectual Property, including all components thereof or any modifications, customizations, new versions, updates and enhancements thereto shall always vest with the End User.
3.5 The End User shall have the exclusive right to use, assign, delegate, license, or transfer any of its intellectual property rights in respect of the End User Intellectual Property.
3.6 The Licensor does not ensure the accuracy and reliability of the information provided in the End User Content that may be posted/uploaded by you on the WAP. The Licensor does not accept any responsibility or liability for the accuracy, content, completeness, legality or reliability of the information contained in the End User Content. Further, the Licensor shall not assume any liability for any loss or damage of whatever nature (direct, indirect, consequential or other) whether arising in contract, tort or otherwise, which may arise as a result of the use of the End User Content or End User Intellectual Property that may be posted/uploaded by you on WAP.
4. WARRANTIES AND DISCLAIMERS
The User warrants and covenants that he / she shall (a) not do any act or deed or thing, nor shall it permit or suffer any act or deed or thing to be done, which may in any way modify, translate, reverse engineer, decompile or disassemble the WAP; (b) use the WAP in compliance with Licensor’s Policies, this EULA and all Applicable laws, rules, and regulations; and (c) use the Software only in accordance with the documentation / instructions provided by the Licensor. Further, the User warrants that the use of the WAP will not infringe or misappropriate the intellectual property rights of any third party.
4.2 Mutual Representations and Warranties
Each Party represents, warrants and covenants that: (i) it has the full right, power, and authority to enter into this EULA, to discharge its obligations hereunder; and (ii) it shall comply with all Applicable Laws in the conduct of its business and in the performance of its obligations under this EULA.
The Licensor warrants to the User that it has sufficient rights and authority to grant to User the rights as set out in this EULA.
Commentary and other materials included in the WAP are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any User of the WAP, or by anyone who may be informed of any of the WAP.
THE FOREGOING CONSTITUTES THE LICENSOR’S ONLY WARRANTY TO THE USER. THE LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE LICENSOR’S INTELELCTUAL PROPERTY WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE CONTENTS OF THE WAP DO NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS. TO THE EXTENT PERMITTED BY LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE TO THE EXTENT NOT SPECIFICALLY PROHIBITED UNDER APPLICABLE LAW. THE LICENSOR’S INTELLECTUAL PROPERTY, ITS COMPONENTS, DOCUMENTATION AND ALL OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS FREE OF VIRUSES, TROJANS OR OTHER MALWARE.
5.1 The User/Person shall defend, indemnify and hold the Licensor, its officers, directors, managers and employees (“Licensor’s Indemnitees”) from any and all liabilities, costs, expenses (including reasonable attorneys’ fees) incurred by the Licesnor’s Indemnitees in connection with any claim, proceedings, action of whatever kind, formal or informal arising out of or in connection with:
i. the User’s/Person’s breach of the terms contained in this EULA or the Policies;
ii. a claim of infringement of any copyright, patent, trade secret or trademark of any third party by the use of the End User’s Intellectual Property (or any component thereof), or any unauthorized use of the Licensor’s Intellectual Property by the User, or any of its agents, employees, or any third parties engaged by it;
iii. any default, or failure on the part of the User/Person to conform to or comply with Applicable Laws;
iv. the use or combination of the Software and Licensor’s Content with software, hardware or other materials not recommended by the Licensor, provided such infringement would not have arisen but for such use or combination; or
v. use of the Software in a manner other than that for which it was designed or contemplated as evidenced by documentation / user manual provided by the Licensor.
5.2 The User/Person understands and agrees that, given the unique nature of the Licensor’s Intellectual Property, any breach of the terms of this EULA by the User/Person will result in the Licensor suffering irreparable harm, for which monetary damages would provide inadequate compensation. Accordingly, the User/Person agrees that the Licensor will, in addition to any other remedies available to it at law or in equity, be entitled to seek immediate injunctive relief to enforce the terms of this EULA. The User/Person agrees that in such an event, it will contemporaneously pay all reasonable costs and fees incurred by the Licensor in connection with the prosecution and enforcement of same.
5.3 Exclusion of Consequential and Related Damages
IN NO EVENT SHALL THE LICENSOR HAVE ANY LIABILITY TO THE USER FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
5.4 The User acknowledges that grant of license of the WAP by the Licensor under this EULA is for a charitable purpose and not for making any profits, and that the Licensor shall not be liable for any damages, of whatever kind, or to indemnify the User, for any loss or claim against the User, arising from or in connection with, or relating to, the WAP or this EULA.
If you have, or we have reasonable grounds to believe that you have, violated any of the terms of this EULA, or our other Policies, or that your use of WAP conflicts or interferes with our reputation, interest or might subject us to unfavourable legal or regulatory action in any way, we may indefinitely suspend or terminate your access to the WAP at any time, and report such action to relevant authorities. We reserve the right to take recourse to all available remedies under Applicable law in furtherance of the above.
7 TERM AND TERMINATION
7.4 This EULA shall remain in force from the Effective Date (“Term”) in perpetuity, unless terminated in accordance with this EULA.
7.5 The User acknowledges that grant of license of the WAP by the Licensor under this EULA is for a charitable purpose and not for making any profits, and that the Licensor may, in its sole discretion, terminate this EULA and cease to provide, to the User, any services or access to the WAP, or any portion thereof, without any notice.
7.6 Notwithstanding Clause 7.1 of this EULA, Licensor may terminate this EULA for any reason or no reason at all. Upon termination of this EULA for any reason, User agrees to immediately discontinue all use of the WAP.
7.7 Upon termination of this EULA for any reason, Clause 4 (Warranties and Disclaimers), Clause 5 (Indemnification), Clause 7 (Term and Termination), Clause 8 (Confidentiality Obligations) and Clause 9 (General Provisions) of the EULA shall continue in full force and effect.
8 CONFIDENTIALITY OBLIGATIONS
8.4 During the Term, and following the expiry or the termination of this EULA for whatever reason, the User/Person agrees to, and will cause its agents, representatives, affiliates, subsidiaries, employees, officers and directors, as the case may be, to:
i. treat and hold as confidential Confidential Information received from the Licensor from the Effective Date and exercise at least the same degree of care in doing so, that it extends to its own confidential information;
ii. use the Confidential information only for the purpose for which it was disclosed to it and limit access to such Confidential Information to those of its directors, partners, agents or employees, and bind each of its directors, partners, advisors, agents or employees, sub-contractors so involved to protect the Confidential Information and in the manner prescribed by the Licensor;
iii. immediately notify the Licensor, in writing, of any suspected or actual loss or unauthorized use, copying, or disclosure of the Confidential Information; and
iv. upon demand, or upon expiry of, or termination of this EULA (for whatever reason), return all Confidential Information (including any copies thereof) in its possession or control to the Licensor, regardless of the form or medium of such Confidential Information, and shall ensure that all electronic, or otherwise non-returnable embodiments of the Confidential Information are promptly and permanently deleted.
8.5 Additionally, the User/Person agrees that any of its agents, representatives, affiliates, subsidiaries, employees, officers or directors becomes legally compelled under Applicable Law (including a court order, or other legal, quasi-legal or regulatory agency’s request or similar process) to disclose any such Confidential Information, the User/Person shall immediately upon receipt of such an order or request, notify the Licensor of the same in writing, so that the Licensor may take the necessary steps to apply for a protective order. In the event that such protective order or other remedy is not obtained, or the Licensor waives compliance, the User/Person shall furnish only that portion of such Confidential Information which it is legally required to disclose, and shall exercise best efforts to obtain assurances that confidential treatment will be accorded to information so disclosed by it to the competent authorities.
9 GENERAL PROVISIONS
If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this EULA, which shall remain in full force and effect.
9.2 Waiver and Cumulative Remedies
No failure or delay on the part of the Licensor in exercising any right under this EULA or any of its other Policies, or availing of any remedy available to the Licensor, shall constitute a waiver of that right or remedy. The User acknowledges that the remedies provided herein are in addition to, and not exclusive of, any other remedies available to the Licensor at law or in equity.
9.3 Governing Law, Dispute Resolution and Contact Information
(i) The United Nations Convention on Contracts for the International Sale of Goods shall have no application to this EULA and the same is expressly excluded hereby.
(ii) Dispute Resolution
|For Users based in the APAC region outside of India:||i. Parties shall endeavor to amicably settle and resolve any dispute or difference arising out of or in relation to this EULA, failing which either Party may refer any disputes arising out of or in connection with this EULA in accordance with the rules of the Singapore International Arbitration Centre before a bench consisting of 3 arbitrators who shall be appointed by the Singapore International Arbitration Centre.|
ii. The arbitration shall be conducted in English and the venue of arbitration shall be Singapore. The seat of arbitration shall be Singapore. The cost of arbitration, and specifically the fees and expenses of the arbitrator shall be shared equally by the Parties unless the award provides otherwise.
|For Users who have accessed or used the WAP from India||i. Parties shall endeavor to amicably settle and resolve any dispute or difference arising out of or in relation to this EULA, failing which either Party may refer any disputes arising out of or in connection with this EULA in accordance with the rules of the Singapore International Arbitration Centre before a bench consisting of 3 arbitrators who shall be appointed by the Singapore International Arbitration Centre. The seat of arbitration shall be India.|
ii. The arbitration shall be conducted in English and the venue of arbitration shall be India. The cost of arbitration, and specifically the fees and expenses of the arbitrator shall be shared equally by the Parties unless the award provides otherwise.
|For Users who have accessed or used the WAP from any country outside of the APAC region||i. Parties shall endeavour to amicably settle and resolve any dispute or difference arising out of or in relation to this EULA, failing which such dispute shall be resolved by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The seat of arbitration shall be California. The arbitration shall be conducted in English and the venue of arbitration shall be California.|
ii. Within 15 days after the commencement of arbitration, each Party shall appoint a person to serve as an arbitrator. The Parties shall then appoint the presiding arbitrator within 30 days after selection of the party appointees. If any arbitrators are not selected within these time periods, the International Centre for Dispute Resolution shall, at the written request of any Party, complete the appointments that have not been made.
iii. The award shall be rendered within 2 months of the commencement of the arbitration, unless such time limit is extended by the arbitrator(s).
(iii) Governing Law and Jurisdiction
|For Users who have accessed or used the WAP from any country||The substantive laws of the State of California and the federal laws of the United States of America shall apply to this EULA and the disputes arising under it, without giving effect to its rules relating to conflict of laws. Subject to Clause 9.3 (ii) above, the courts in [California] shall have exclusive jurisdiction to try all disputes arising out of this EULA or the User’s access to, or use of, the WAP.|
(iv) Notwithstanding the dispute resolution mechanism as set out in this Clause 9.3 (ii) and (iii), the Licensor may seek appropriate ad-interim injunctive relief before the local courts to protect its rights in relation to intellectual property, confidential information and other proprietary rights under the EULA.
9.4 NO THIRD PARTY BENEFICIARIES
This EULA is not intended to create any rights in any person or entity who is not a party to this EULA, and no such rights are created hereunder. Provided however that the provisions of this EULA shall be binding upon, and shall inure to the benefit of, the successor entities of the Licensor, to whom the rights in the licensed Software may be transmitted.
9.5 ENTIRE AGREEMENT
This EULA, including all annexures, exhibits and addenda hereto, constitutes the entire agreement between the parties, and supersedes all prior agreements, proposals or representations, written or oral, concerning the subject matter hereof.
The Licensor shall be entitled to modify the terms of this EULA at any time, at its sole discretion and shall notify the same to the User from time to time.