Master Client Agreement
A welcome to UAbility the website/ Site (hereafter “UAbility”, “we”, “us”) owned and managed by UABILITY 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 UAbility’s relation and further governs the usage of the UAbility’s services by you. The present agreement also administers the practice of UAbility.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 subscribing 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.
Platform and Services: Introduction
UAbility 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.
UAbility 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:
1.1 Coaching and consulting around building business systems, business training, and team building during the duration the present agreement;
1.2 Weekly coaching calls for Clients;
1.3 Daily support via mail with an account manager excluding weekdays;
1.4 Facebook Group Community;
1.5 Lifetime access to Service Product via teachable.
2. Procedures, Processes, Usage and Functioning of the Site/website
UAbility provides an intuitive setup for the Client to apply for various courses available on the website. The Procedure involves the client:
i. Visiting the Website or enquiring on online platforms,
ii. Going through preview to get a better idea of the services offered,
iii. If interested, a booking software UAbility.in/apply is offered for providing with important details of the Client,
iv. Client receives a consultation call from UAbility on his/her desired time and the availability of our team,
v. If interested the client is asked to pay the fee for the course and if the funds are not readily available then on depositing of 2/3rd of the entire subscription amount a slot is booked for the client,
vi. Making the requisite payment online via Secured Network like RazorPay or Instamojo,
vii. Client is enrolled in the Private Facebook Group exclusive to subscribed members,
viii. Complete access to the course is given via email,
ix. Complete and consistent guidance is provided on how to attend each sessions and how to navigate through the materials provided,
x. On completion of course after sale services are provided for further assistance.
Note: The Procedure mentioned above may differ depending on the convenience of UAbility or other factors like change in framework of the website, non-functioning of database server, or non-availability of UAbility’s personnel.
It is also made clear that client will not be given any liberty to contact UAbility 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
UAbility’s employee will be acknowledged or allowed.
Interactive Features of the Web Site
This Site may include a variety of features, such as bulletin boards, web logs, chat rooms, 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 Site. It is a condition of your use of the Site that you do not:
a. Restrict or inhibit any other user from using and enjoying the Site.
b. Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
c. 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.
d. Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.
e. 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.
f. Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
g. 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.
h. 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.
i. Use the Site to post or transmit any information, software or other material that contains a virus or other harmful component.
j. Use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising.
k. 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.
l. Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Site
UAbility 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. UAbility 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 UAbility staff, UAbility’s outside contributors, or by users not connected with UAbility, some of whom may employ anonymous user names. UAbility 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, suppliers 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 UABILITY or any of its subsidiariesor affiliates.
UABILITY 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 occasionally include access to an online 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. We rarely do this, but we want to let you know how seriously we take our communities.
3. Client 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:
a. Client shall provide necessary information, especially the credentials marked as mandatory on the booking software UAbility.in/apply prompted on the website.
b. Client shall voluntarily fill up the booking software UAbility.in/apply in conformity with the requirements laid down by UAbility.
c. Client shall pre-pay the charges for the various courses available on the website to receive unrestricted access to the materials curated by UAbility
d. Client shall agree to and comply with the policies of UAbility.
e. Client shall act in good faith and shall not transfer the access 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 UAbility. Client will be solely responsible and liable for any person using their profile to access the
material specifically provided to the subscribing client.
f. Client shall not in any manner copy, imitate, resemble or reproduce any material provided by UAbility to client in pursuance of the subscription.
g. Client shall not preclude UAbility from displaying their role in the success of the client’s business as a means of publicity.
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 UAbility. Neither UAbility nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, UAbility 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 UAbility representative while acting in his/her official capacity.
The information, products and services offered on or through the site and by UAbility 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, including bulletin boards, 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
4.1 Every client who subscribes to the courses available on the website has to prepay the amount highlighted at the payment screen emanating from the UAbility’s server, and on successfully making of the payment, the client will be intimated of the successful payment, resulting in complete access to the services of UAbility to the client.
4.2 UAbility provides an option to its clients to make a part payment of not less than 2/3rd of the scheduled payment at the time of subscription, which will entitle them to limited access to the whole course they opt for. The client further undertakes to make the remaining 1/3rd payment within the time specified by UAbility.
4.3 The complete course will become accessible on making the payment of the remainder amount by the prescribed date. In case the remainder is not paid by the date prescribed, the access to the Service Product will be rescinded and the present agreement will be terminated forthwith under Clause 5.3(a) of the present contract.
4.4 UAbility reserves the sole discretion to sanction any refund to the
Client, depending on the conduct of the client and the circumstances
that has led to the termination of the present agreement.
5. Term, Duration and Termination:
Note: It is clarified that subscription becomes finalized and the unrestricted access is granted on making of the payment of the course fee.
5.2 Duration-The duration of session and courses offered by UAbility is indefinite and completely depends on the client. UAbility undertakes to give unfettered access to all the materials and expert sessions/classes/lectures to the subscribed client at a single point of time which will be post making of payment. To make use of thematerials offered by UAbility is completely left at the will of the client and UAbility reserves no right to close any subscriber’s subscription for not completing their selected course within a specific period of time unless the contract gets terminated. Hence there is no specific period of time within which a course becomes completed. The contract may be declared as expired, if on completion of the course the Client has no more follow up queries or a need of assistance from UAbility, thus making the present agreement redundant.
5.3 Termination-This Agreement may be terminated at any time as follows:
a. Termination for material breach- 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, termination shall become effective from the date of receipt of notice of termination. In case of termination due to material breach, no Client’s request for refund will be entertained and thus will be pre-emptively rejected.
b. Termination for convenience- UAbility may terminate the present agreement in whole or in part at any time upon a week’s prior notice to the client, in the event UAbility determines to terminate the subscription of the client or for any other reason on its sole discretion. Upon termination pursuant to the present clause, UAbility 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 UAbility. If yes, then in that situation UAbility reserves due right to forfeit the subscription amount paid by the client.
c. Termination for Unprofessional Conduct- If the client acts in an unprofessional manner including material 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 contract will be liable to be terminated, with a right to forfeit the subscription amount.
d. Effects of termination- After receipt of notice of termination and except as otherwise directed by UAbility:
a. All contractual relationships between UAbility and the client will cease to exist;
b. UAbility will reserve its right to exercise any legal remedy available to it in case of any damage afflicted due to the client’s action;
c. If a part of the contract is terminated then, both the UAbility and the client will strive to continue with complying with the terms of the contract which are not terminated.
d. If otherwise provided, UAbility has all the authority to restrict the access to the material offered to the client to any extent in case of termination;
e. The client upon termination undertakes to disclaim all the material offered by UAbility in their possession and further declare to keep on complying with the terms agreed upon on signing of the present agreement.
Note: On termination of the contracts, all terms and clauses which have been specifically declared to be perpetually surviving will subsist and will bind the parties regardless the termination of this present agreement
6. “Confidential Information”:
6.1 “Confidential Information” defined- During the term of this Agreement, UAbility 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, UAbility “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 CallsRecordings, Checklists, Private Video presentation Templates/Scripts, Swipe Files of UAbility’s personal ad campaigns, Proposal Templates , other materials on Private Facebook Group, Weekly Mentorship Sessions and any email support whether or not identified as UAbility “Confidential Information”, in whatever media electronic or otherwise and any other material identified in writing as, UAbility “Confidential Information”, created or published by UAbility.
6.2 Non- Disclosure- No client will, without prior written consent of UAbility, remove from UAbility or UAbility’s Affiliate’s online premises or disclose UAbility “Confidential Information” to any third party other than for reference or reviewing purposes or otherwise jeopardize the confidential nature of the UAbility “Confidential Information” and the Client will not use such UAbility “Confidential Information” other than for the purposes of this Agreement. The client agrees that all UAbility “Confidential Information” will be held in strictest confidence by the client and that such UAbility “Confidential Information” will not be copied, reproduced or altered either in whole or part by any method whatsoever, unless agreed upon in writing by UAbility. 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 UAbility “Confidential Information” is disclosed to be informed of and agree to be bound by the restrictions upon disclosure and use of UAbility “Confidential Information” as contained in this Agreement and further expressly acceding to be bound by the substantive Non- Disclosure Policy of UAbility.
UAbility declares that it will not, during or after the term of this Agreement, permit the duplication or disclosure of any UAbility “Confidential Information”.
6.3. Exception- The terms of UAbility “Confidential Information” shall not apply to the information that:
a. 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 UAbility and receiving the UAbility “Confidential Information”;
b. has become part of the public domain through no fault of the Recipient Party;
c. has been developed subsequent to, and independent of, disclosure to the recipient Party; or
d. 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.
6.4 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.
6.5. 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 UAbility or the owner of such information, and cannot adequately compensate in damages. Accordingly, UAbility 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 UAbility and are reasonable in scopeand content.
6.6. No License- Nothing contained in this agreement shall be construed to grant the Client any right or license under any Intellectual Property right of UAbility “ 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.
6.7. 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 UAbility’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 UAbility 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 UAbility shall be and shall remain the property of UAbility 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, shallvest and shall remain in UAbility and neither any Client nor its employees, if a non-individual client shall have any interest in the Service Product.
8.1 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).
8.2 Indemnification and Defense-
a. Client undertakes to indemnify, defend and hold UAbility, UAbility Affiliates and its or their respective officers, directors, employees, agents, successors and assigns (all UAbility Indemnitee) harmless from and against any and all Losses arising out of or relating to:
(i) Any act or an attempt to act that constitutes piracy of the material provided by UAbility, which is covered under the UAbility “Confidential Information”, that might have an adverse effect on the business, credibility or goodwill of UAbility, 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 UAbility against any such damage without prejudice to other legal remedies available to UAbility.;
(ii) Any act or attempt to act that even remotely has an effect of breach of the terms of the present agreement that directly or indirectly causes any damage to UAbility 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 UAbility against any such damage without prejudice to the other legal remedies available to UAbility.
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 UAbility 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 UAbility’s aggregate liability hereunder shall not exceed the subscription amount paid by the Client.
10. After SalesServices:
10.1 UAbility assures that in their attempt to provide satisfactory service to the client, UAbility will provide after-sale services to the client in the form of, live sessions with experts and UAbility further declares that its agents will be available for clarifying any query a client may have even after the completion of his/her respective course but within an reasonable period. UAbility will make all the efforts to give any support in an expeditious manner.
It is clarified that there is no definitive period for subsistence of the after-sales services and the same survives till the survival of UAbility. UAbility reserves the right to stop after-sale services due to different factors, including availability of resources and personnel, termination of the present agreement, or any other circumstantial reason that might preclude UAbility to continue with the After Sales Services or provide the affiliated services expeditiously.
11. Publicity and Exhibition of Results
11.1 On entering into the present agreement, the client relinquishes certain rights in favour of UAbility including right to publicize and exhibit the resultant success of the client after pursuing the Courses offered by UAbility.
11.2 UAbility 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, UAbility will not use any trademarks, copyrights, service marks logos, Confidential Information or other Proprietary materials of Client without the consent of the client
Note: 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 UAbility’s Public Portfolio, then a written intimation is to be tendered to UAbility. Thereafter UAbility may decide to accede to the request of the client on examining various factors.
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 UAbility by transfer of their subscription. Any discernible Act of transfer will lead to breach of this present agreement, and thus will entitle UAbility to forfeit the subscription amount paid by the Client.
12.2 Any downloading and further assignment of any material that may ormay not comprise of UAbility “Confidential Information” or UAbility Service Product is prohibited and the client should refrain from downloading and assigning the proprietary material provided by UAbility.
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 UAbility. UAbility 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 UAbility, the said breach will be deemed to be committed by the Client and the Client is under strict liability to indemnify UAbility under clause 8 of the present agreement.
13. No Guarantee
The UAbility does not warrant or guarantee any specific level of performance or results. Example of results obtained from other clients of UAbility 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.
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
15.1 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.
a. 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.
b. 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
c. 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.
d. 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 UAbility 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.
e. 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 UAbility’s and Client’s obligation to fully perform in accordance with the terms of this Agreement.
f. 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 New Delhi, India will have sole jurisdiction over such awards.
16. Governing Law; Class Action Waiver-
16.1 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.
16.2 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.
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 UAbility or the Client. Expiration or Termination will not limit any of UAbility’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 UAbility ‘ Confidential Information’ to any person or entity, or else under the provisions governed by this Agreement except as UAbility may approve in writing.
18.2 The Client undertakes to use at least the same degree of care in safeguarding UAbility ‘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 UAbility ‘Confidential Information’ from unauthorized or inadvertent disclosure.
18.3. The Client undertakes to maintain strict and utmost confidentiality of the UAbility ‘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 UAbility, hereby agrees not to directly or indirectly compete with the business of UAbility 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 UAbility ‘Confidential information’ which, at law or in good conscience or equity, ought to remain confidential, will give rise to irreparable injury to UAbility or the owner of such information, and even if the same can be adequately compensated in damages, the UAbility 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.
19.1 Entire Agreement- This agreement constitutes the entire agreement between the parties and supersedes any or all prior agreements, understanding, negotiation, warranty or representation between the parties in connection with the subject matter of this Agreement.
19.2 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.
19.3 Force Majeure- Except for the payment of the subscription fee or any other due towards UAbility, 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 UAbility’s web hosting service provider or database hosting provider to provide service to UAbility (a “Force Majeure Event”).
19.4 UAbility Facebook Group – The UAbility Facebook Group is a group exclusive to the subscribers of UAbility courses. On making the payment the client will be added into this private group for two main purposes:
a. To become a part of the UAbility Elite Community and get benefits of after-sales services even after completion of course.
b. For dissemination of vital information regarding the course client has opted for including live guiding sessions and other details.
19.5 Communications- All communications are to be held and made
through the channel of email.
20.1 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.
20.2 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.
20.3 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 UAbility’s ‘CONFIDENTIAL INFORMATION’ for which the Client has paid for the subscription and entered into the present agreement.
20.4 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.
20.5 Disclosing Party- The Party that discloses any confidential information in execution of the present agreement.
20.6 Recipient Party- The party that receives the confidential information in execution of the present Agreement.
20.7 Client – Client is any individual or entity that signs the present agreement and is thus bound by the terms of the present agreement.
20.8 Perpetual terms and clauses- Any term that by its nature of explicit declaration survives the expiration or termination of the present agreement.
20.9 UAbility Confidential Information- As defined in Clause 6.1.