Letter of Undertaking for the Wadhwani Advantage Program

This LETTER OF UNDERTAKING (“Undertaking”) is made by is made by either an individual or a legal entity registered in the Country where this LoU is being executed hereinafter “Service Provider” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), in favor of:

Wadhwani Operating Foundation, a California nonprofit public benefit corporation, with offices at Four Main Street, Suite 210, Los Altos, CA 94022, hereinafter referred to as “WOF” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns).

Whereas:

The Service Provider is furnishing this Undertaking pursuant to the Services Provider being on-boarded by WOF through its technology platform (“Platform”) to facilitate the provision of the certain services offered by the Service Provider, inter alia, in relation to services related to either business consultancy or business operations (“Services”) to the startup/SMEs (“Entrepreneur”) who have registered on the Platform as a beneficiary for availing the benefits of various pro-bono services and/or mentoring, offered by WOF through the ‘Wadhwani Advantage Program’ (“Program”).

NOW, THEREFORE, the Service Provider hereby understands and undertakes that:

1.                  The business and all activities carried on by the Service Provider are lawful in nature and all the necessary permits, consents, registrations, etc., required to conduct its business under applicable law have been obtained and are valid and subsisting, and shall be maintained throughout the term of the arrangement as contemplated between the Service Provider and WOF.

2.                  WOF is only a facilitator of the engagement between the Entrepreneur and the Service Provider, and WOF (including its affiliates, licensors, agents and representatives) shall in no way or for any reason whatsoever, be associated or held liable for any engagement between the Entrepreneur and the Service Provider;

3.                  All information, Program materials (including documents, presentations etc.), advice, suggestions, recommendations, internal communications, that the Service Provider may receive, is granted access to, or comes to its knowledge (collectively referred to as “Material”), shall be kept confidential by the Service Provider, and the Service Provider shall undertake all measures to ensure that such is kept confidential and disclosure of the such information is made only to the employees, officers, directors or representatives of the Service Provider on a need to know basis only.

4.                  Subject to the other terms and conditions for the use and access of the Platform, Program and the Material, the copyright in all Materials, features and functionality on the Platform, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, “Content”) is the exclusive property of WOF, and/or its licensors. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, without the prior written permission of WOF. All rights not expressly granted are hereby reserved.

5.                  To comply with WOF’s internal policies and any applicable laws, WOF may conduct necessary Background Verification Checks (BVCs) of the Service Provider and its management. The Service Provider acknowledges and authorizes WOF to conduct background verification checks on the Service Provider’s promoters, shareholders, business activity, employees etc., as the case may be, either internally or by engaging a third-party service provider, and the Service Provider shall render all assistance and cooperation in conducting such BVCs. The Service Provider releases WOF from any and all liability and claims, whether known or not, which may arise as a result of conducting the foregoing BVC.

6.                  The terms and conditions of the Service Provider’s engagement with the Entrepreneur shall be subject matter of the separate arrangement pursuant to which the Service Provider shall work with the Entrepreneur based on the specific requirements of the Entrepreneur. In the course of providing Services to the Entrepreneur, the Service Provider may charge the Entrepreneur for the Services on terms that are mutually agreed upon between the Entrepreneur and Service Provider. WOF (including its affiliates, licensors, officers, trustees, beneficiaries, agents, or representatives) shall no way will be associated or liable under such engagement.

7.                  The Service Provider shall act bonafide at all times in the best interest of the Entrepreneurs and perform the Services in an efficient and professionally competent manner and Services shall be offered strictly in that context only.

8.                  The Service Provider shall devote sufficient time and abilities and respond to service request initiated from the Entrepreneur or WOF within 2 (two) business days, with either an ‘Accept’ or ‘Decline’.

9.                  The Service Provider shall maintain the required professional integrity, decorum, ethics, and cultural sensitivities while providing the Services to the Entrepreneur irrespective of gender, demography and cultural background.

10.               The Service Provider shall uphold the Entrepreneur’s need to maintain confidentiality of any information shared with the Service Provider and shall not use the same for any purpose other than to provide the Services.

11.               The Service Provider shall not copy, use, disclose, transfer, decompile, reverse engineer or refer any written materials, whether frameworks, methods, processes etc. received from one Entrepreneur in another engagement or otherwise for the Service Provider’s own benefit, without the Entrepreneur’s prior permission.

12.               The Service Provider shall not commit or cause the Entrepreneur to commit plagiarism or a breach of any copyright, patent, trademark or any other existing intellectual property rights belonging to any person.

13.               The Service Provider shall respect Entrepreneur’s time and will always be proactive in communicating any changes in the Service Provider’s availability, committed timelines and committed tasks.

14.               The Service Provider shall inform WOF proactively regarding any prolonged unavailability, for better planning.

15.               The Service Provider shall provide the Entrepreneur and WOF sufficient and reasonable notice in the event that the Service Provider decides to discontinue providing the Services.

16.               The Service Provider shall inform in writing to WOF within 7 (seven) days of signing any commercial agreement with an Entrepreneur.

17.               All discussions between the Service Provider and Entrepreneurs during the discovery phase, if applicable, should always be carried out in the physical or virtual/online presence of a WOF team member.

18.               Any proposal that the Service Provider shall extend or proposes to the Entrepreneurs should initially be shared with WOF.

19.               The Service Provider undertakes and acknowledges that there may be delays, omissions or inaccuracies in information obtained through the use of the Platform. The Platform and access to the Program is provided “as is” and “as available,” without any warranties of any kind. To the fullest extent permissible under applicable law, WOF (including its affiliates, licensors, agents and representatives) disclaim all warranties, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limitation, WOF does not represent or warrant that: (a) the functions contained on the Platform shall be uninterrupted or error-free; or (b) defects shall be corrected, or that the Platform or the server that makes it available is free of viruses or other harmful components. The Service Provider hereby acknowledges that use of the Platform is at the Service Provider’s sole risk. Nothing contained hereunder shall be deemed to constitute a sale of any products/services by WOF to Service Provider, and as such the provisions of the Consumer Protection (E-Commerce) Rules, 2020 shall not be applicable.

20.               The Service Provider agrees and acknowledges that under no circumstances shall WOF or any of its affiliates, licensors, officers, trustees, beneficiaries, agents, or representatives be liable for any claims/losses that directly or indirectly result from the arrangement contemplated between the Service Provider and WOF. The Service Provider shall protect, reimburse, and hold harmless the above persons in relation to such claims/losses.

21.               This Undertaking shall be effective from the date of on-boarding of Service Provider, and shall be governed and interpreted pursuant to the laws United States of America. The Service Provider expressly agrees that exclusive jurisdiction resides in the courts of California, United States of America. If any part of Undertaking is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.