Client Agreement – Wellnesspreneur

Master Client Agreement

INTRODUCTION

A Welcome To admaster The Website/ Site (Hereafter “admaster”, “We”, “Us”) Owned And Managed By admaster PRIVATE LIMITED. Unless Specifically And Separately Agreed In The Present Agreement Or Any Other Similar Agreement, This Master Client Agreement Serves The Client’s (Hereafter “You”) And admaster’s Relation And Further Governs The Usage Of The admaster’s Services By You. The Present Agreement Also Administers The Practice Of admaster.co.in (Hereafter “The Website”) And Other Affiliated Services By You.

We Advise And Urge Earnestly That You Please Carefully Go Through The Terms Of The Present Agreement. Your Express Move Of Signing The Present Agreement And Subscribing To The Service Product Offered Constitutes An Acknowledgement That You Have Read And Completely Understood The Facets, Aspects, Implications And Effects Of The Present Agreement And You Expressly Consent To Be Obliged By The Terms Of The Present Agreement Without Any Restrictions And Qualifications.

1.Platform And Services: Introduction

admaster Is An Exhaustive Platform For Passionate Individuals And Expansive Entities To Gain The Most Viable And Apposite Bundle Of Extensive Knowledge, To Further Enhance Their Respective Businesses.

admaster Envisages Stocking Individuals And Companies With Workable Solutions And Radical Ways To Strengthen Their Existing Business Or Establish And Manifest An Idea Of Business Into Reality Through The Emphatic Assistance Of Our E-Learning Sessions And Live Lectures Of Mentors That We Leave At The Disposal Of Our Clients For Accruing Maximum Benefits For Themselves And Their Respective Vocations.

Deliverables: As A Part Of The Agreement, The Client Will Have Plenary Access To The Following:
1. Coaching And Consulting Around Building Business Systems, Business Training, And Team Building During The Duration Of The Present Agreement Under A 6 Month Mandatory Mentorship Session;
2. Weekly Coaching Calls For Clients;
3. Daily Support Between 10AM – 5PM Via Mail With An Account Manager Excluding Weekends;
4. Online Group Community;
5. Lifetime Access To Service Product.
6. Coaching And Consulting Around Building Business Systems, Business Training, And Team Building During The Duration Of The Contract

2.admaster’s Obligations & Procedures, Processes, Usage And Functioning Of The Site/Website

admaster Provides An Intuitive Setup For The Client To Apply For Various Courses Available On The Website. The Procedure Involves The Client:

Visiting The Website Or Enquiring On Online Platforms,
Going Through Preview To Get A Better Idea Of The Services Offered,
If Interested, A Booking Software admaster.co.in/Apply Is Offered For Providing With Important Details Of The Client,
Client Receives A Consultation Call From admaster On His/Her Desired Time And The Availability Of Our Team,
Making The Requisite Highlighted Payment Online Via Secured Network Like RazorPay Or Instamojo, Post-Payment Of Subscription Fee/Charge
An On Boarding Call Will Be Made To The Client By admaster Giving Complete Access To The admaster Service Product And admaster Community After Signing Of The Present Agreement.
A Transcribed Standard Operating Procedure Will Be Provided To The Client By admaster For Proper Guidance To Navigate Through The Entire Course I.E. The Service Product.
Client Will Be Provided With Mentorship Session From admaster Executives.
The Mentorship Sessions Will Span For A Period Of 6 Months From The Date The Same Is Provided To The Client.

Note: The Procedure Mentioned Above May Differ Depending On The Convenience Of admaster Or Other Factors Like Convenience Of The Parties, Change In Framework Of The Website, Non-Functioning Of Database Server, Or Non-Availability Of admaster’s Personnel.

It Is Also Made Clear That Client Will Not Be Given Any Liberty To Contact admaster Via Personal Message, Phone Call Or Any Other Mode Of Direct Communication, Without Prior Appointment Or Notice For Seeking Support. The Protocol For Seeking Support Will Be Given And Explained Before Joining The Program Through A Consultation Call. Therefore Any Support Outside The Rigid Protocol And The Given Platforms Would Not Be Entertained. Also No Request For Physical Confrontation Or Meeting With Any

admaster’s Employee Will Be Acknowledged Or Allowed.

Interactive Features Of Web-Site

This Site May Include A Variety Of Features, Such As Bulletin Boards, Web Logs, Chat Rooms, Social Networking Platforms And Email Services, Which Allow Feedback To Us And Real-Time Interaction Between Users, And Other Features Which Allow Users To Communicate With Other Users. Responsibility For What Is Posted On Bulletin Boards, Web Logs, Chat Rooms, And Other Public Posting Areas On The Site, Or Sent Via Any Email Services On The Site, Lies With Each User – You Alone Are Responsible For The Material You Post Or Send. We Do Not Control The Messages, Information Or Files That You Or Others May Provide Through The Platform Of admaster Community. It Is A Condition Of Your Use Of The Site That You Do Not:

Restrict Or Inhibit Any Other User From Using And Enjoying The Site.
Use The Site To Impersonate Any Person Or Entity, Or Falsely State Or Otherwise Misrepresent Your Affiliation With A Person Or Entity.
Interfere With Or Disrupt Any Servers Or Networks Used To Provide The Site Or Its Features, Or Disobey Any Requirements, Procedures, Policies Or Regulations Of The Networks We Use To Provide The Site.
Use The Site To Instigate Or Encourage Others To Commit Illegal Activities Or Cause Injury Or Property Damage To Any Person.
Gain Unauthorized Access To The Site, Or Any Account, Computer System, Or Network Connected To This Site, By Means Such As Hacking, Password Mining Or Other Illicit Means.
Obtain Or Attempt To Obtain Any Materials Or Information Through Any Means Not Intentionally Made Available Through This Site.
Use The Site To Post Or Transmit Any Unlawful, Threatening, Abusive, Libelous, Defamatory, Obscene, Vulgar, Pornographic, Profane Or Indecent Information Of Any Kind, Including Without Limitation Any Transmissions Constituting Or Encouraging Conduct That Would Constitute A Criminal Offense, Give Rise To Civil Liability Or Otherwise Violate Any Local, State, National Or International Law.
Use The Site To Post Or Transmit Any Information, Software Or Other Material That Violates Or Infringes Upon The Rights Of Others, Including Material That Is An Invasion Of Privacy Or Publicity Rights Or That Is Protected By Copyright, Trademark Or Other Proprietary Right, Or Derivative Works With Respect Thereto, Without First Obtaining Permission From The Owner Or Rights Holder.
Use The Site To Post Or Transmit Any Information, Software Or Other Material That Contains A Virus Or Other Harmful Component.
Use The Site To Post, Transmit Or In Any Way Exploit Any Information, Software Or Other Material For Commercial Purposes, Or That Contains Advertising.
Use The Site To Advertise Or Solicit To Anyone To Buy Or Sell Products Or Services, Or To Make Donations Of Any Kind, Without Our Express Written Approval.
Gather For Marketing Purposes Any Email Addresses Or Other Personal Information That Has Been Posted By Other Users Of The Site.

admaster May Host Message Boards, Chats And Other Public Forums On Its Sites. Any User Failing To Comply With The Terms And Conditions Of This Agreement May Be Expelled From And Refused Continued Access To The Message Boards, Chats Or Other Public Forums In The Future. admaster Or Its Designated Agents May Remove Or Alter Any User-Created Content At Any Time For Any Reason. Message Boards, Chats And Other Public Forums Are Intended To Serve As Discussion Centers For Users And Subscribers. Information And Content Posted Within These Public Forums May Be Provided By admaster Staff, admaster’s Outside Contributors, Or By Users Not Connected With admaster, Some Of Whom May Employ Anonymous User Names. admaster Expressly Disclaims All Responsibility And Endorsement And Makes No Representation As To The Validity Of Any Opinion, Advice, Information Or Statement Made Or Displayed In These Forums By Third Parties, Nor Are We Responsible For Any Errors Or Omissions In Such Postings, Or For Hyperlinks Embedded In Any Messages. Under No Circumstances Will We, Our Affiliates, Consultants Or Agents Be Liable For Any Loss Or Damage Caused By Your Reliance On Information Obtained Through These Forums. The Opinions Expressed In These Forums Are Solely The Opinions Of The Participants, And Do Not Reflect The Opinions Of admaster Or Any Of Its Subsidiaries Or Affiliates.

admaster Has No Obligation Whatsoever To Monitor Any Of The Content Or Postings On The Message Boards, Chat Rooms Or Other Public Forums On The Sites. However, You Acknowledge And Agree That We Have The Absolute Right To Monitor The Same At Our Sole Discretion. In Addition, We Reserve The Right To Alter, Edit, Refuse To Post Or Remove Any Postings Or Content, In Whole Or In Part, For Any Reason And To Disclose Such Materials And The Circumstances Surrounding Their Transmission To Any Third Party In Order To Satisfy Any Applicable Law, Regulation, Legal Process Or Governmental Request And To Protect Ourselves, Our Clients, Sponsors, Users And Visitors.

We Include Access To Our admaster Community As Part Of Our Programs. We Want Every Single Member To Add Value To The Group. Our Goal Is To Make Our Community The Most Valuable Community That You’re A Member Of. Therefore, We Reserve The Right To Remove Anyone At Any Time Depending On The Conduct Of The Client.

3.Client’s Obligations And Other Disclaimers

In Executing The Aforementioned Processes And In Order To Meet The Objects Of The Present Agreement, The Client Undertakes To Do The Following:

Client Shall Provide Necessary Information, Especially The Credentials Marked As Mandatory On The Booking Software admaster.co.in/Apply Prompted On The Website.
Client Shall Voluntarily Fill Up The Booking Software admaster.co.in/Apply In Conformity With The Requirements Laid Down By admaster.
Client Shall Pre-Pay The Charges For The Various Courses Available On The Website To Receive Unrestricted Access To The Materials Curated By admaster
Client Shall Agree To And Comply With The Policies Of admaster.
Client Shall Act In Good Faith And Shall Not Transfer The Access Of The Service Product Conferred To Him To Any Third Person For Any Purpose Except Warranted By Any Term Of The Present Contract Or With The Explicit Consent Of admaster.
Client Will Be Solely Responsible And Liable For Any Person Using Their Profile To Access The Material Specifically Provided To The Subscribing Client.
Client Shall Not In Any Manner Copy, Imitate, Resemble Or Reproduce Any Material Provided By admaster To Client In Pursuance Of The Subscription.
Client Shall Not Preclude admaster From Displaying Their Role In The Success Of The Client’s Business As A Means Of Publicity.
Clients Are Obligated To Follow And Adhere To The Standard Operating Procedure Provided By admaster, Post Subscription.

Disclaimer

Throughout The Site, We May Provide Links And Pointers To Internet Sites Maintained By Third Parties. Our Linking To Such Third-Party Sites Does Not Imply An Endorsement Or Sponsorship Of Such Sites, Or The Information, Products Or Services Offered On Or Through Such Third Party Sites. In Addition, Neither We Nor Our Affiliates Operate Or Control In Any Respect Any Information, Products Or Services That Third Parties May Provide On Or Through The Site Or On Websites Linked To The Site.

If Applicable, Any Opinions, Advice, Statements, Services, Offers, Or Other Information Or Content Expressed Or Made Available By Third Parties, Including Information Providers, Are Those Of The Respective Authors Or Distributors, And Not admaster. Neither admaster Nor Any Third-Party Provider Of Information Guarantees The Accuracy, Completeness, Or Usefulness Of Any Content. Furthermore, admaster Neither Endorses Nor Is Responsible For The Accuracy And Reliability Of Any Opinion, Advice, Or Statement Made On Any Of The Sites By Anyone Other Than An Authorized admaster Representative While Acting In His/Her Official Capacity.

The Information, Products And Services Offered On Or Through The Site And By admaster And Any Third-Party Sites Are Provided “As Is” And Without Warranties Of Any Kind Either Express Or Implied. To The Fullest Extent Permissible Pursuant To Applicable Law, We Disclaim All Warranties, Express Or Implied, Including, But Not Limited To, Implied Warranties Of Merchantability And Fitness For A Particular Purpose. We Do Not Warrant That The Site Or Any Of Its Functions Will Be Uninterrupted Or Error-Free, That Defects Will Be Corrected, Or That Any Part Of This Site, Or The Servers That Make It Available, Are Free Of Viruses Or Other Harmful Components.

We Do Not Warrant Or Make Any Representations Regarding The Use Or The Results Of The Use Of The Site Or Materials On This Site Or On Third-Party Sites In Terms Of Their Correctness, Accuracy, Timeliness, Reliability Or Otherwise.

4.Payment, Charges And Refund

Payment

4.1 Every Client Who Subscribes To The Service Product Available On The Website Has To Pay The Subscription Fee/ Charge As Decided Between The Client And admaster During The Consultation Call. The Terms Of Payment Of Subscription Fee/ Charge As Decided Will Be Governed By Schedule 1 Of The Present Agreement That Will Be Attached With The Present Agreement At The Time Of Signing Of The Present Agreement.

Incase The Client Has Paid The Subscription Fee/ Charge In Its Entirety Then No Schedule 1 Defining The Terms Of Payment Will Be Exhibited With The Present Agreement And Presented To The Client.

Refund

4.2 admaster Reserves The Sole Discretion To Sanction Any Refund To The Client In The Event Of Termination Of The Present Agreement By admaster In Terms Of Sub-Clause 5.3 (Termination) Of The Present Agreement.

4.3 In Case The Client Terminates The Present Agreement In Terms Of Sub-Clause 5.3 (Termination) Of The Present Agreement, Then The Client Will Be Entitled To A Refund Of The Subscription Fee/Charge.

Note: No Request For Refund Can Be Made By The Client Prior To Invoking Of The Termination Clause Of The Present Agreement By The Client.

5.Term, Duration And Termination:

5.1 Term: This Agreement Will Come Into Effect The Day The Client Will Sign The Present Agreement Subscribing To The Services Afforded By admaster And At The Same Time The Client Accedes To The Privacy Policy And Terms Of Service Of admaster. The Contemporaneous Binding Of The Policies At The Time The Present Agreement Becomes Effective, Is Irrevocable And Mandatory Unless The Present Agreement Is Terminated.

Note: It Is Clarified That Subscription Becomes Finalized And The Unrestricted Access To The Service Product Is Granted To The Client On Making Of The Payment Of The Course Fee.

5.2 Duration- admaster Undertakes To Give Unfettered Access To All The Course Materials Which Is Part Of The Service Product To The Subscribed Client At A Single Point Of Time Which Will Be Post Making Of Payment. To Make Use Of The Materials Offered By admaster Is Completely Left At The Will Of The Client And admaster Reserves No Right To Close Any Client’s Access To The Materials Offered By admaster For Not Completing Their Selected Course Within A Specific Period Of Time Unless The Present Agreement Gets Terminated. The Present Agreement Will Be Declared As Expired On The Efflux Of 6 Months Of Mentorship Sessions Provided By admaster.

It Is Clarified That No Express Service Of Any Nature Will Be Provided By admaster Except The Extant Access To Course Material After The Expiry Of The Present Agreement.

Note: On Expiry Of The Present Agreements, All Terms And Clauses Which Have Been Specifically Declared To Survive The Expiration Of The Present Agreement Will Subsist And Will Bind The Parties Regardless The Termination Of This Present Agreement.

5.3 Termination-This Agreement May Be Terminated At Any Time As Follows:

Termination For Material Breach And/Or Non-Performance– For Any Material Breach Or Failure Of Performance By Either Party, The Non-Breaching Party May Reserving All Other Remedies And Rights Under This Agreement And At Law And In Equity, Terminate This Agreement In Whole Or In Part, By Tendering A Notice Of Termination Which Needs To Be Reverted To By The Breaching Party Within A Week Of Receiving The Notice To Show Cause. The Said Notice Should Depict The Breach Caused By The Breaching Party And The Breaching Party Should Cure Such Breach Or If Dissatisfied With The Cause Shown Or If Such Breach Is Incapable Of Being Cured Or If The Notice Has Not Been Reverted To Within The Time Prescribed, Termination Shall Become Effective From The Date Of Receipt Of Notice Of Termination.
Termination For Convenience– Either Party May Terminate The Present Agreement In Whole Or In Part At Any Time Upon A Week’s Prior Notice, In The Event Any Party Determines To Terminate The Present Agreement For Any Reason Other Than The Stipulated Reasons For Termination In The Present Clause.
Termination For Unprofessional Conduct– If The Client Acts In An Unprofessional Manner Including Material & Proprietary Theft, Proprietary Infringement, Profanity, Indecorous Behavior In Live Sessions Or Any Other Act That May Be Labelled As Unprofessional Conduct By Any Reasonable Man, The Agreement Will Be Liable To Be Terminated.

The Client May Terminate The Present Agreement If Any Employee/ Executive/ Consultant/ Affiliate/ Agent Of admaster Act In An Unprofessional Manner Including Profanity, Indecorous Behavior Or Any Other Conduct That Can Be Labelled As Professional Misconduct By Any Reasonable Man.
Validity Of Termination– Any Invocation Of The Present Clause Of Termination Can Be Deemed Valid Only If The Party Intending To Terminate The Present Agreement Is Not In Breach Of The Present Agreement.
Effects Of Termination– After Receipt Of Notice Of Termination And Except As Otherwise Decided By The Parties To The Present Agreement:
1. All Contractual Relationships Between admaster And The Client Will Cease To Exist;
2. Non-Breaching Party Will Reserve Its Right To Exercise Any Legal Remedy Available To It In Case Of Any Damage Afflicted Due To The Breaching Party’s Action;
3. If A Part Of The Contract Is Terminated Then, Both The admaster And The Client Will Strive To Continue With Complying With The Terms Of The Contract Which Are Not Terminated.
4. If Otherwise Provided, admaster Has All The Authority To Restrict The Access To The Material Offered To The Client To Any Extent In Case Of Termination By Either Of The Parties;
5. The Client Upon Termination Undertakes To Disclaim All The Material Offered By admaster In Their Possession And Further Declare To Keep On Complying With The Terms Agreed Upon On Signing Of The Present Agreement.
6. In The Event The Termination Clause Has Been Invoked By admaster On Account Of Material Breach And/Or Non-Performance, admaster May Forfeit The Entire Amount Of Subscription Fee/ Charge Paid By The Client, Given admaster Has Performed Its Part Of The Present Agreement And Hasn’t Committed Any Material Breach Itself.
7. In The Event The Termination Clause Has Been Invoked By Client On Account Of Material Breach And/Or Non-Performance, The Client Will Be Entitled To A Full Refund Of The Subscription Fee/ Charge Under Clause 4 Of The Present Agreement, Given That The Client Has Performed His Part Of The Present Agreement And Hasn’t Committed Any Material Breach Himself.
8. In The Event admaster Terminates The Present Agreement For Convenience, admaster Shall Be Under No Obligation To The Client, Except Reimbursement/Refund Of The Subscription Amount That Was Prepaid By The Client, Given That The Client Has Not Unduly Or Illicitly Or In A Manner Inimical To The Terms Of The Present Contract Used The Materials Provided By The admaster. If Yes, Then In That Situation admaster Reserves Due Right To Forfeit The Subscription Fee/Charge Paid By The Client.
9. In The Event The Client Terminates The Present Agreement For Convenience, The Client Is Estopped From Claiming Any Refund Of Subscription Fee/ Charge Under Clause 4 Of The Present Agreement.
10. In The Event admaster Terminates The Present Agreement On Account Of Professional Misconduct, admaster May Forfeit The Entire Subscription Fee/ Charge Paid By The Client.
11. In The Event The Client Terminates The Present Agreement On Account Of Professional Misconduct, The Client Is Entitled To A Refund Of The Entire Subscription Fee/ Charges Under Clause 4 Of The Agreement.
  
  Note: On Termination Of The Contracts, All Terms And Clauses Which Have Been Specifically Declared To Survive The Termination Of The Present Agreement Will Subsist And Will Bind The Parties Regardless The Termination Of This Present Agreement.

6.Confidential Information:

“Confidential Information” Defined- During The Term Of This Agreement, admaster Will Be Disclosing A Well Curated, Intensively Drawn Up Course To The Client Comprising Of Valuable, Confidential And Proprietary Information Required For Achieving The Object Of The Course Applied By The Client. This Information Will Be Varying From Client To Client Depending On His/Her Needs And Choice Of Course. Unless Specifically Excluded In This Agreement, admaster “Confidential Information” Shall Mean Any And All Such Information Provided To The Subscribed Individual (Client) Or To Which The Subscribed Individual Has Or Is Given Access , In Whatever Form, Verbal, Electronic Or Video Graphic, Including, But Not Limited To, Worksheets, Pinups, Slides, Spreadsheets, Example Sales Calls Recordings, Checklists, Private Video Presentation Templates/Scripts, Swipe Files Of admaster’s Personal Ad Campaigns, Proposal Templates , Other Materials On Private Facebook Group, Weekly Mentorship Sessions And Any Email Support Whether Or Not Identified As admaster “Confidential Information”, In Whatever Media Electronic Or Otherwise And Any Other Material Identified In Writing As , admaster “Confidential Information”, Created Or Published By admaster.
Non- Disclosure– No Client Will, Without Prior Written Consent Of admaster, Remove From admaster Or admaster’s Affiliate’s Online Premises Or Disclose admaster “Confidential Information” To Any Third Party Other Than For Reference Or Reviewing Purposes Or Otherwise Jeopardize The Confidential Nature Of The admaster “Confidential Information” And The Client Will Not Use Such admaster “Confidential Information” Other Than For The Purposes Of This Agreement. The Client Agrees That All admaster “Confidential Information” Will Be Held In Strictest Confidence By The Client And That Such admaster “Confidential Information” Will Not Be Copied, Reproduced Or Altered Either In Whole Or Part By Any Method Whatsoever, Unless Agreed Upon In Writing By admaster. The Client, If Is A Firm/ Company/ Partnership Or Any Non- Individual Entity, Shall Direct And Cause Its Employees, Officers And Directors To Whom The admaster “Confidential Information” Is Disclosed To Be Informed Of And Agree To Be Bound By The Restrictions Upon Disclosure And Use Of admaster “Confidential Information” As Contained In This Agreement And Further Expressly Acceding To Be Bound By The Substantive Non- Disclosure Policy Of admaster.

admaster Declares That It Will Not, During Or After The Term Of This Agreement, Permit The Duplication Or Disclosure Of Any admaster “Confidential Information”.
Exception– The Terms Of admaster “Confidential Information” Shall Not Apply To The Information That:
1. Has Been Legally In The Recipient Party’s Possession Prior To Disclosure By The Disclosing Party And Is Not Subject To Any Non-Disclosure Obligations; It Is Emphasized That The Onus Is On The Recipient Party To Prove The Alleged Fact That The Recipient Party Was In Possession Of The “Confidential Information” In Question Before Applying For The Course Offered By admaster And Receiving The admaster “Confidential Information”;
2. Has Become Part Of The Public Domain Through No Fault Of The Recipient Party;
3. Has Been Developed Subsequent To, And Independent Of, Disclosure To The Recipient Party ; Or
4. Has Been Released In Writing By The Disclosing Party So That The Recipient Party May Make Public Disclosure, Or Is Otherwise Deemed By The Disclosing Party, In Writing, To Be No Longer Confidential
Required Disclosure– Notwithstanding Anything To The Contrary In This Section, If The Recipient Party Learns That It Is Required By Any Applicable Court’s Order, Law Or Regulation To Disclose Any “Confidential Information”, Then The Recipient Party Shall: (A) As Promptly As Possible After Learning Of A Possible Disclosure Requirement, And In Any Case Prior To Making Disclosure, Notify The Disclosing Party Of The Disclosure Requirement So That The Disclosing Party, Or The Appropriate Party May Seek A Protective Order Or Other Appropriate Relief, (B) Provide Such Co- Operation And Assistance As Disclosing Party May Reasonably Request In Any Effort By Disclosing Party Or Appropriate Party To Obtain Such Relief, And (C) Take Reasonable Steps To Limit The Amount Of “Confidential Information” So Disclosed And To Protect Its Confidentiality.
Injunctive Relief– Client Acknowledges That Breach Of This Section Or Disclosure Of Other Information Which, At Law Or In Good Conscience Or Equity, Ought To Remain Confidential, Will Give Rise To Irreparable Injury To admaster Or The Owner Of Such Information, And Cannot Adequately Compensate In Damages. Accordingly, admaster Or Such Other Party May Seek And Obtain Injunctive Relief Against The Breach Or Threatened Breach Of The Foregoing Undertakings, In Addition To Any Other Legal Remedies, Which May Be Available. Client Acknowledges And Agrees That The Covenants Contained Herein Are Necessary For The Protection Of Legitimate Business Interests Of admaster And Are Reasonable In Scope And Content.
No License– Nothing Contained In This Agreement Shall Be Construed To Grant The Client Any Right Or License Under Any Intellectual Property Right Of admaster “ Intellectual Property Rights” Shall Mean Copyright Rights ( Including Without Limitation, The Exclusive Right To Use, Make Recordings Of, Reproduce, Modify, Adapt, Edit, Enhance, Maintain, Support, Market, Sell, Rent, Sublicense, Distribute Copies Of, Publicly And Privately Display And Publicly And Privately Perform, Exploit, Exhibit, The Copyrighted Work And To Prepare Derivative Works), Copyright Registrations, Applications, Trademark Rights ( Including Without Any Limitation The Trade Names, Trademark Services, Service Marks And Trade Dress) Trademark And Service Mark Registrations And Applications, Trade Secrets, Moral Rights, Author’s Rights, Right Of Publicity, Contracts And Licensing Rights, Rights In Goodwill And Other Intellectual Property Rights, As May Exist Now And/Or Hereafter Comes Into Existence, And All Renewals And Extensions Thereof Regardless Of Whether Any Of Such Rights Arise Under The Law Of Any State, Country Or Jurisdiction.
Return Of “Confidential Information”– Upon The Earlier (I) Request Of The Disclosing Party; Or (Ii) The Expiration Or Termination Of This Agreement, The Recipient Party Will Return All “Confidential Information”, In Whatever Form Or Media, Retaining No Copies Of The Same In Any Form Whatsoever , Or Destroy Such “Confidential Information” And Certify In Writing To The Disclosing Party Such Destruction Has Been Effected, Recipient Party’s Obligation Hereunder Regarding “Confidential Information” Shall Survive The Return Or Destruction Of Such “Confidential Information” Or Termination Of This Agreement Or Completion Of The Services.

Note: The Present Clause Survives The Expiration Or Termination Of The Present Agreement. The Client Undertakes Strict Compliance Of Present Clause Irrespective Of The Expiration Or Termination Of The Present Agreement.

7. Title, Proprietary Rights

7.1 Services For Hire- All Services Performed Hereunder, Including But Not Limited To The Worksheets, Pinups, Slides, Spreadsheets, Example Sales Calls Recordings, Checklists, Private Video Presentation Templates/Scripts, Swipe Files Of admaster’s Personal Ad Campaigns, Proposal Templates , Other Materials On Private Facebook Group, Weekly Mentorship Sessions And Any Email Support, Business Methods, Programs, Ideas, Concepts And All Other Documentation Developed For Or Relating To admaster Or The Course And All Documents, Data And Other Information Of Any Kind Including Information Incorporating, Based Upon Or Derived From The Foregoing, Including Reports, Self-Revision Notes Prepared By The Clients Or In Case Of A Non-Individual Client Its Employees And Agents, And All Other Material Which May Not Form Part Of The Present Agreement But Is Pivotal For Successful Completion Of Course Developed Or Created By admaster Shall Be And Shall Remain The Property Of admaster And May Not Be Used By The Client Or Its Employees For Any Other Purpose Except For The Benefit Of Client. Client Shall Not Sell, Transfer, Publish, Disclose, Rent, Lease, Loan, License, Or Otherwise Make Available To Others Any Part Of The Course Material Or Copies Thereof And Client Shall Treat The Same As “Confidential Information”.

All Applicable Rights To Patents, Copyrights, Trademarks, Trade Secrets And All Other Intellectual Property Rights In And To The Service Product Are, Shall Vest And Shall Remain In admaster And Neither Any Client Nor Its Employees, If A Non-Individual Client Shall Have Any Interest In The Service Product.

8.Indemnification

Losses Defined– For Purposes Of This Agreement, “Losses” Means All Claims, Actions, Losses, Liabilities, Damages And Costs (Including Taxes) And All Related Costs And Expenses (Including Reasonable Attorney’s Fees And Disbursements And Costs Of Investigation, Litigation And Settlement).
Indemnification And Defense-
1. Client Undertakes To Indemnify, Defend And Hold admaster, admaster Affiliates And Its Or Their Respective Officers, Directors, Employees, Agents, Consultants, Successors And Assigns (All admaster Indemnitee) Harmless From And Against Any And All Losses Arising Out Of Or Relating To:
  1. Any Act Or An Attempt To Act By The Client That Constitutes Piracy Of The Material Provided By admaster, Which Is Covered Under The admaster “Confidential Information”, That Might Have An Adverse Effect On The Business, Credibility Or Goodwill Of admaster, And If The Same Adversity Is Caused By The Aforementioned Action Of The Client And Is Calculable In Terms Of Money, Then The Client Will Be Liable To Indemnify admaster Against Any Such Damage Without Prejudice To Other Legal Remedies Available To admaster.;
  2. Any Act Or Attempt To Act By The Client That Even Remotely Has An Effect Of Breach Of The Terms Of The Present Agreement That Directly Or Indirectly Causes Any Damage To admaster And The Damage Is Caused By The Aforementioned Action Of The Client And Is Calculable In Terms Of Money, Then The Client Will Be Liable To Indemnify admaster Against Any Such Damage Without Prejudice To The Other Legal Remedies Available To admaster.
  3. Any Act Or Attempt To Act By The Client, Causing Any Injury To Any Third Party That Exposes admaster To Any Legal Ramification, Then The Client Will Be Liable To Indemnify admaster Against Any Such Legal Consequence And Will Be Under Obligation To Bear All The Incidental Legal Costs And Will Also Bear The Responsibility To Satisfy Any Decree Passed Against admaster.
    
    Note: The Present Clause Survives The Expiration Or Termination Of The Present Agreement. The Client Undertakes To Strict Compliance Of Present Clause Irrespective Of The Expiration Or Termination Of The Present Agreement.

9.Limitation Of Liability

9.1. In No Event Will admaster Be Liable For Consequential, Incidental, Indirect, Punitive, Exemplary Or Special Damages However Caused And Based On Any Theory Of Liability Arising Out Or Relating To This Agreement, Except In Case Of Gross-Negligence.

9.2 admaster’s Aggregate Liability Hereunder Shall Not Exceed The Subscription Amount Paid By The Client.

10. After Sales Services:

10.1 admaster Assures That In Their Attempt To Provide Satisfactory Service To The Client, admaster Will Provide After Sale Services To The Client In The Form Of Unfettered Perpetual Access To The Client Of The Course Materials Provided To The Client During The Course Of The Present Agreement.

It Is Clarified That The Unfettered Access To The Course Materials Provided To Client Will Be Revoked In The Event Of Termination Of The Present Agreement By Either Of The Parties.

Note: After –Sale Services Denote The Extended Services Which admaster Gratuitously Provides To The Client After The Efflux Of 6 Month Mandatory Period Of Mentorship As Defined

11.Publicity And Exhibition Of Results

11.1 On Entering Into The Present Agreement, The Client Relinquishes Certain Rights In Favour Of admaster Including Right To Publicize And Exhibit The Resultant Success Of The Client After Pursuing The Courses Offered By admaster.

11.2 admaster Is Under No Mandate To Take Any Prior Permission From The Client To Publicly Display Their Success Through Display Of Client’s Improvement And His/Her Business Augmentation Eventuating From The Courses Subscribed To By The Client.

11.3 Other Than As Contemplated By The Previous Sentence Or Otherwise In This Agreement, admaster Will Not Use Any Trademarks, Copyrights, Service Marks Logos, Confidential Information Or Other Proprietary Materials Of Client Without The Consent Of The Client

11.4 It Is Clarified That Incase The Client Has Some Issues With Displaying Of Client’s Credentials With The Resultant Success Of The Course As Part Of admaster’s Public Portfolio, Then A Written Intimation Is To Be Tendered To admaster In Order To Take The Same Down

12.Transfer/ Assignment Of Accessing Rights

12.1 It Is Unequivocally Made Clear That Under No Circumstance Any Client Will Be Allowed To Transfer His/Her/Its Accessing Right To Materials Offered By admaster By Transfer Of Their Subscription. Any Discernible Act Of Transfer Will Lead To Breach Of This Present Agreement, And Thus Will Entitle admaster To Forfeit The Subscription Amount Paid By The Client.

12.2 Any Downloading And Further Assignment Of Any Material That May Or May Not Comprise Of admaster “Confidential Information” Or admaster Service Product Is Prohibited And The Client Should Refrain From Downloading And Assigning The Proprietary Material Provided By admaster.

12.3 In Case The Client Is A Non- Individual Institution And Requires An Extended Access For Its Employee, Agents And Affiliates, The Client Is Required To Make A Formal Request To admaster. admaster Reserves Complete Discretion To Repudiate The Request. If The Request Of Access To Employees, Agents Or Affiliates Is Acceded To, The Client Pledges Complete Responsibility For Maintaining The Confidential Nature Of The Service Product Being Accessed By Its Employees, Agents Or Affiliates. It Is The Client’s Obligation To Ensure That Clause 6 Of The Present Agreement Is Duly Complied With, By The Employees, Agents Or Affiliates For Whom The Access Is Sought.

12.4 Further The Client Undertakes Complete Accountability In Event Of Breach Of Any Term Of The Present Agreement Attributable To Any Employee, Agent Of Or Affiliate For Which The Foregoing Access Has Been Sought. In Case Of Any Breach Imputed To Any Employee, Agent Or Affiliate Of The Client To Whom The Access To The Service Product Is Given On The Request Of The Client And If The Same Breach Causes Any Damages To admaster, The Said Breach Will Be Deemed To Be Committed By The Client And The Client Is Under Strict Liability To Indemnify admaster Under Clause 8 Of The Present Agreement.

13.No Guarantee

The admaster Does Not Warrant Or Guarantee Any Specific Level Of Performance Or End Results Except In Case Where The Client Has Duly Followed And Adhered To The Standard Operating Procedure Issued By admaster. Standard Operating Procedure Is A Directive And Is Mandated To Be Followed By The Client For The Assured Results. Any Deviation From The Standard Operating Procedure Absolves admaster From Any Liability On Account Of Not Delivering The Assured The Results To The Client.

It Is Further Clarified That admaster Maintains Its Stance Of No Guarantee Of Result To The Client During The Mandatory Mentorship Period Of 6 Months.

Note: Example Of Results Obtained From Other Clients Of admaster May Be Used As A Marketing Tool And Shown To Client For Demonstrative Purposes Only And Should Not Be Construed By Client As Indicating Any Promised Results Or Level Of Results.

14. Severability

If Any Provision Of This Agreement Shall Be Held To Be Illegal, Invalid Or Unenforceable, Such Provision Shall Be Fully Severable, And This Agreement Shall Be Construed And Enforced As If Such Illegal, Invalid Or Unenforceable Provision Had Never Comprised A Part Of This Agreement, The Remaining Provisions Of This Agreement Shall Remain In Full Force And Effect.

15.Dispute Resolution

Dispute- In Any Event Of Any Dispute, Controversy Or Claim Arising Out Of Or Relating To This Agreement Or Any Subsequent Amendments To This Agreement Including, Without Limitation, The Breach, Termination, Validity Or Invalidity Thereof Or Any Non-Contractual Issues Relating To This Agreement, Each Of The Parties Will Make Striving Efforts To Resolve Such Dispute Or To Negotiate For A Resolution.
Arbitration-
1. All Disputes, Controversies Or Claims Between The Parties Hereto Arising Out Of Or Relating To This Agreement (Including, But No Limited To, Disputes As To The Validity, Interpretation, Performance, Breach Or With Respect To Damages Upon Termination Of This Agreement) Which Are Not Settled Pursuant To The Issue Resolution Procedures Set Forth In Section 15.1 Hereof, Will Be Settled By Final And Binding Arbitration In Accordance With The Following.
2. Except As Specified Herein Or Otherwise Agreed To In Writing, The Arbitration Will Be Conducted In Accordance Of And In Conformity With The Indian Arbitration And Conciliation Act, 1996 (As Amended Up To Date), In Effect At Such Time (The Rules), By A Panel Of Single Arbitrator In Accordance Of The Rules. Both The Parties In Consensus While Entering Into This Agreement Agrees To Unanimously Appoint A Sole Arbitrator For Deciding Disputes As Have Been Adverted In The Present Clause. It Is Clarified That Before Invoking The Present Clause For Initiation Of The Arbitration Proceedings A 15 Day Notice Of Dispute Is To Be Tendered By The Affected/Aggrieved Party To Provide Adequate Time For Compliance Of Clause 15.1.
3. The Sole Arbitrator Is Authorized To Tender Awards Of Monetary Damages And Injunctive Relief Or Both. The Sole Arbitrator May, At Its Discretion, Order One Party To Reimburse The Other Party For All Or Any Part Of (I) The Expenses Of The Arbitration Paid By The Other Party, Or (Ii) The Attorney’s Fees And Other Misc. Expenses Reasonable Incurred By The Other Party In Connection With The Arbitration.
4. Prior To The Start Of Any Arbitration, Each Party Will Make In Advance Half Payment Towards The Estimated Expenditure Which May Be Incurred For Conducting The Arbitration Proceedings. The Sole Arbitrator Will Be Responsible For Apprising The Parties Of The Estimated Arbitration Fee/Expenditure. All The Cost Of Arbitration Proceeding Will Be Borne Equally By admaster And The Client. The Arbitral Award Should Be In Writing Setting Forth The Legal And Factual Basis For The Award And Shall Be Final And Binding Upon The Parties Who Agree, In Writing, To Waive All Rights Of Appeal Thereon Subject To The Indian Arbitration And Conciliation Act, 1996. Notwithstanding Anything To The Contrary In This Agreement, The Sole Arbitrator Shall Be Bound By The Express Terms Of This Agreement, And Shall Not Change Or Modify Any Term Of This Agreement Clearly Expressed Therein.
5. It Is Expressly Understood And Agreed That The Pendency Of A Dispute Hereunder Shall At No Time And In No Respect Constitute A Basis For Any Modification, Limitation Or Suspension Of admaster’s And Client’s Obligation To Fully Perform In Accordance With The Terms Of This Agreement.
6. Any Arbitral Award Passed By The Sole Arbitrator Appointed Under The Present Clause Will If Required Enforcement Or Annulling As Per The Provisions Of The Rules, The Courts In Kaithal, Haryana, India Will Have Sole Jurisdiction Over Such Awards.

16.Governing Law; Class Action Waiver-

Governing Laws- This Agreement Shall Be Governed Exclusively And Solely By And Construed In Accordance With The Laws Of India And Delhi In Specific And Incase Of Any Conflict Of Laws And Promulgations Of A Foreign Country And The Laws Of India, The Indian Law Shall Prevail.
Class Action Waiver-PLEASE READ THIS SECTION CAREFULLY- IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. The Client Agrees That They Will Resolve Any Claims On An Individual Basis And That Any Claims Brought Under This Agreement Or In Connection With The Agreement Will Be Brought In An Individual Capacity And Not On Behalf Of, Or As Part Of, Any Purported Class, Consolidated Or Representative Proceeding. The Client Further Agrees That He/She/It Shall Not Participate In Any Consolidated, Class Or Representative Proceeding (Existing Or Future) Brought By Any Third Party Arising Under This Agreement Or In Connection With The Agreement. If Any Court Or Arbitrator Determines That The Class Action Waiver Set Forth In This Clause Is Void Or Unenforceable For Any Reason Or A Claim Can Be Proceeded On A Class Basis, The Claims Must Be Adjudicated Within The Territory Of Delhi And Within The Jurisdiction Of Courts In Delhi.

17. Survival

All Clauses And Terms Which By Their Nature Should Survive The Expiration And Termination Of The Present Agreement Shall Continue In Full Force And Effect Subsequent To And Notwithstanding Any Expiration Or Termination Of This Agreement By admaster Or The Client. Expiration Or Termination Will Not Limit Any Of admaster’s Other Rights Or Remedies At Law Or In Equity.

18. Non-Disclosure & Non- Compete

18.1 The Client Hereby Agrees That He/She/It Shall Hold In Confidence And Hereby Agree That He/She/It Shall Not Use, Commercialize Or Disclose Except Under The Terms Of The Present Agreement, Any admaster ‘ Confidential Information’ To Any Person Or Entity, Or Else Under The Provisions Governed By This Agreement Except As admaster May Approve In Writing.

18.2 The Client Undertakes To Use At Least The Same Degree Of Care In Safeguarding admaster ‘Confidential Information’ As He/She/It Uses Or Would Use In Safeguarding His/Her/Its Own Confidential Information, And Shall Take All Steps Necessary To Protect The admaster ‘Confidential Information’ From Unauthorized Or Inadvertent Disclosure.

18.3. The Client Undertakes To Maintain Strict And Utmost Confidentiality Of The admaster ‘Confidential Information’ Regardless Of The Subsistence And Survival Of Any Contractual Relationship Between The Parties. The Client Will Be Obligated To Comply With The Terms Of The Present Agreement Beyond The Existence Of The Present Contract.

18.4 The Client Inclusive Of His/Her/Its Direct Beneficiaries In Business, Interest And Title In Recognition Of The Transfer Of Confidential And Proprietary Information To admaster, Hereby Agrees Not To Directly Or Indirectly Compete With The Business Of admaster And Its Successors And Assigns During The Term Of The Agreement And For A Period Of One Year Following The Expiration Or Termination Of This Contract, Notwithstanding The Cause Or Reason For Termination.

18.5 The Client Acknowledges That Breach Of This Agreement Or Disclosure Of admaster ‘Confidential Information’ Which, At Law Or In Good Conscience Or Equity, Ought To Remain Confidential, Will Give Rise To Irreparable Injury To admaster Or The Owner Of Such Information, And Even If The Same Can Be Adequately Compensated In Damages, The admaster Has All The Right And Authority To Get An Injunctive Relief Against The Client As Per Clause 6.5 Of The Present Agreement.

Note: The Present Clause Survives The Expiration Or Termination Of The Present Agreement. The Client Undertakes To Strict Compliance Of Present Clause Irrespective Of The Expiration Or Termination Of The Present Agreement.

19.Miscellaneous

Entire Agreement- This Agreement Constitutes The Entire Agreement Between The Parties Including The Schedules Annexed With The Present Contract If Any And Supersedes Any Or All Prior Agreements, Understanding, Negotiation, Warranty Or Representation Between The Parties In Connection With The Subject Matter Of This Agreement.
Waiver- The Failure Of Either Party To Promptly Enforce Or Seek Remedy For The Breach Of Any Provision Of This Agreement Shall Not Constitute A Waiver Of Such Provision Or Any Part Thereof. No Term Or Provision Shall Be Deemed Waived, And No Breach Hereof Shall Be Deemed Consented, To, Unless Such Waiver Of Or Consent To Any Other Term Or Provision.
Force Majeure- Except For The Payment Of The Subscription Fee Or Any Other Due Towards admaster, Neither Party Shall Be Liable To The Other For Any Delay Or Failure To Perform Due To Fire, Flood, Strike, Act Of God, Earthquakes, War, Terrorism, Invasion, Hacking, Riot Or Civil Unrest, National Or Regional Emergency, Blackout, Shortage Of Adequate Power Or Telecommunications, Global Pandemic Or Any Other Causes Beyond Its Reasonable Control Including Political And Geo-Political Causes And Without The Fault Or Negligence Of The Delayed Or Non-Performing Party, Including Specifically admaster’s Web Hosting Service Provider Or Database Hosting Provider To Provide Service To admaster (A “Force Majeure Event”).
Communications- All Communications Are To Be Held And Preferably Made Through The Channel Of Email.
Pronouns- For The Sake Of Brevity And Convenience The Only Pronoun Majorly Used In The Present Agreement To Identify And Define The Client Is ‘His/ Him/ Himself’, Irrespective Of The Gender Of An Individual Client Or The Nature Of An Institutional Client.

20. Definitions

Time Of Subscription- Time Of Subscription Is The Moment The Client Agrees To The Terms Of The Present Agreement And Makes The Payment For The Course Opted By Him/Her/It.
Signing Of The Contract/Agreement- The Contract Will Be Considered As Signed And Accepted When If The Agreement Is Made Available In A Click Wrap Form To The Client On The Website And The Client Expressly Clicks On The ‘I Agree’ Button. For Other Occasion When The Present Agreement Is Manually Signed By The Client On Being Presented By admaster. Signing Of The Present Agreement Will Immediately Bind The Signing Parties To The Terms Of The Present Agreement.
Service Product- Any Knowledge Imparted In The Form Of A Course Being The Consideration Of The Present Agreement Including But Not Limited To Any Study Material, Oral Teaching Sessions, Information, Study Modules Or Any Other Material That May Or May Not Form Part Of admaster’s ‘CONFIDENTIAL INFORMATION’ For Which The Client Has Paid For The Subscription And Entered Into The Present Agreement.
admaster Community- admaster Community Includes The Networking Space Provided To All The Clients Of admaster At A Social Networking Platform For All The Clients Of admaster To Interact With Each Other For Unimpeded Sharing Of Information And Experience Gained After Subscribing To The Service Product Of admaster.
Standard Operating Procedure:- Standard Operating Procedure Is A Transcribed Scheduled Routine Given By admaster To The Client After Signing Of The Present Agreement. It Is A Collation Of Dedicated Goals For The Client To Achieve, The Possible Anticipated Challenges The Client Might Face And The Efficacious Solutions Conferred By admaster To Overcome Such Challenges. Standard Operating Procedure Is Subject To Changes In Real Time Updates And Peculiar Suggestions Specifically Introduced According To The Circumstances Relevant To The Client. As The Client Progresses With The Course The Standard Operating Procedure Will Undergo Changes In The Form Of New Suggestions, Opinions And Advises To Deal With The Respective Needs Of The Client Corresponding To The Client’s Progress In The Course. A Sample SOP Will Be Attached With The Present Agreement For The Perusal Of The Client At The Time Of Signing Of The Present Agreement.
Mentorship Session- Mentorship Session Constitutes A 6 Month Long Session Involving Discussions, Assistance, Guidance, Direction And Supervision To Help The Client Navigate Through The Course And To Teach Him The Right Ways And Provide Him The Right Tools To Make The Requisite Implementation For Exemplary Results.

The Client Is Obligated To Follow And Adhere To The Stipulations Of The Standard Operating Procedure.

Non-Individual Client- Non Individual Client Means Any Entity/Company/Proprietorship/ Partnership That Consists More Than One Person Or More Than The Minimum Required Persons To Form.
Disclosing Party- The Party That Discloses Any Confidential Information In Execution Of The Present Agreement.
Recipient Party- The Party That Receives The Confidential Information In Execution Of The Present Agreement.
Client – Client Is Any Individual Or Entity That Signs The Present Agreement And Is Thus Bound By The Terms Of The Present Agreement.
Surviving Terms And Clauses- Any Term That By Its Nature Of Explicit Declaration Survives The Expiration Or Termination Of The Present Agreement.
admaster Confidential Information- As Defined In Clause 6.1.