Agreement & Terms of Use

1. Clause, Appendix and paragraph headings shall not affect the interpretation of this Agreement.
2. References to Clauses and Appendix are to Clauses of, and Appendix to, this Agreement, and references to paragraphs are to paragraphs of the relevant Appendix.
3. The Appendix forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendix.
4. A reference to this Agreement, or to any other agreement or document referred to in it, is a reference to it as varied or novated in accordance with its terms from time to time.
5. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.
6. Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
7. A person includes a natural person, corporate or unincorporated body, and that person's personal representatives, successors and permitted assigns.
8. A reference to any party includes that party's personal representatives, successors and permitted assigns.
9. A reference to writing or written includes faxes and read-request-confirmed emails, where the receiver has accepted the read request sent with the email; no other electronic form is included unless the context permits.
10. Words following “including”, “include”, “in particular”, “for example” or similar expressions are illustrative and do not limit the sense of the preceding words.
11. Where the context permits, “other” and “otherwise” are illustrative and do not limit the sense of the words preceding them.
12. References to a document in “agreed form” are to that document in the form agreed and initialled by the Parties, or on their behalf, for identification.
13. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that no such amendment made after the date of this Agreement shall impose any new or extended obligation, liability or restriction on, or adversely affect the rights of, either Party.
14. A reference to a statute or statutory provision includes all subordinate legislation made under it from time to time.
15. Any reference to an English legal term for an action, remedy, proceeding, document, status, court, official or legal concept shall, in any jurisdiction other than England, be deemed to include the nearest equivalent in that jurisdiction.
16. An obligation on a party not to do something includes an obligation not to allow that thing to be done.
17. Unless the context requires otherwise, words and expressions defined in the Articles have the same meaning when used in this Agreement.

The license granted for the Software under this Agreement authorizes Licensee, on a non-exclusive basis, to use the Software for the said business.

1. The duration of this Agreement is initially for a period of subscription chosen by Licensee, ranging from one to five years.
2. At the end of the period of this Agreement, it will be renewed for the subscribed years during renewal, if not already terminated as per the termination clause.

1. Licensee acknowledges and agrees that the Software and Documentation constitute valuable proprietary products and trade secrets of Licensor and/or its suppliers, embodying substantial creative effort and confidential information. Licensee agrees to treat (and to ensure its employees treat) the Software and Documentation as confidential, in accordance with the confidentiality requirements set out below.
2. Each party agrees to keep confidential all information disclosed to it by the other party, and to protect it with at least a reasonable degree of care, provided that neither party has an obligation with respect to information that: (a) was known publicly; (b) was known generally in the industry before disclosure; (c) became known publicly, without fault of the recipient, after disclosure; (d) was known to the recipient before disclosure; or (e) was received from a source lawfully in possession of the information without an obligation of confidentiality.
3. Licensee acknowledges that unauthorized use, transfer or disclosure of the Software or Documentation will substantially diminish their value to Licensor, render Licensor's remedy at law inadequate, and cause irreparable injury within a short period of time. If Licensee breaches this Clause, Licensor is entitled to equitable relief, including preliminary and permanent injunctive relief.
4. Licensee's obligations under this Clause survive termination of this Agreement, or of any license granted under it, for any reason.

1. Licensor represents its belief that it is the owner of the entire right, title and interest in the Software, that it has the sole right to grant licenses under it, and that it has not knowingly granted licenses to any other entity that would restrict the rights granted to Licensee.
2. Licensee acknowledges that the consideration charged by Licensor does not include consideration for the risk of Licensee's consequential or incidental damages arising from use of the Software or Documentation. Licensor is therefore not responsible for loss of profit, or indirect, incidental, special or consequential damages arising from the licensing or use of the Software or Documentation.
3. Licensor acknowledges that data added by Licensee within the Software is the property of Licensee, and Licensor will not share it with any third party. Regular back-ups will be taken as per standard cloud-server back-up provisions.

1. Licensor shall indemnify, hold harmless and defend Licensee against any action based on a claim that the unmodified Software, used in accordance with this Agreement, infringes a copyright, and shall pay all costs, settlements and damages finally awarded, provided Licensee promptly notifies Licensor in writing, gives Licensor sole control of the defense and settlement, and provides reasonable assistance. If the Software is finally adjudged to infringe, Licensor shall, at its option: (i) procure for Licensee the right to continue using the Software; (ii) modify or replace the Software to make it non-infringing; or (iii) refund the fee paid, less reasonable depreciation, upon return of the Software. Licensor has no liability arising from: use of other than a current, unaltered release; use of the Software in combination with non-Licensor software, data or equipment; any unauthorized modification or derivation; or use of third-party software, or infringement related to data added by Licensee. This states the entire liability of Licensor and Licensee's exclusive remedy for infringement claims.
2. Except for the infringement claims above, Licensee shall indemnify and hold harmless Licensor, its agents, officers and employees against any claims, demands or causes of action arising from Licensee's modification or enhancement of the Software, or otherwise arising from the exercise of the license granted to Licensee, its sublicensees, subsidiaries, officers, employees, agents or representatives.

1. Should the Parties be unable to agree on the meaning or interpretation of any term, or on any other matter arising out of this Agreement, the dispute shall be resolved by negotiation between the signatories (or their delegates).
2. If a satisfactory resolution is not reached within thirty (30) days of commencing discussions, the matter will be referred to mediation or arbitration at a place decided mutually by the Parties; failing mutual agreement, the place of proceedings will be New Delhi, India.
3. All negotiations connected with the dispute will be conducted in complete confidence, and the Parties undertake not to divulge details except to professional advisers who are equally bound by confidentiality. Such negotiations are without prejudice to the Parties' rights in future proceedings.
4. If the Parties accept the mediator's/arbitrator's recommendations, or otherwise agree on a resolution, the agreement shall be reduced to writing and, once signed by authorised representatives, shall be final and binding.
5. Nothing in this Clause restricts either Party's freedom to commence legal proceedings to preserve any legal right or remedy, or protect any proprietary interest or trade secret.

1. No variation of this Agreement is effective unless in writing and signed by the Parties (or their authorised representatives).
2. A waiver of any right or remedy is only effective if given in writing and signed by the person waiving it. Such waiver applies only to the circumstances given, and is not a waiver of any subsequent breach or default.
3. A failure or delay in exercising a right or remedy does not constitute a waiver, nor prevent or restrict any further exercise of that or any other right or remedy.
4. No single or partial exercise of a right or remedy prevents or restricts further exercise of that or any other right or remedy.
5. A person that waives a right or remedy in relation to one person does not affect its rights or remedies in relation to any other person.

1. A notice given under or in connection with this Agreement shall: (1) be in writing and in English, or accompanied by an accurate translation; (2) be signed by or on behalf of the Party giving it; (3) be sent to the relevant contact and address (or such other address notified in accordance with this Clause); and (4) be delivered by hand, sent by fax, sent by recorded delivery, sent by airmail or reputable international courier, or sent by e-mail — delivery of an e-mail being deemed received only upon a confirmed read-receipt.
2. A Party may change its details for service of notices by giving notice to the other Party. Any such change takes effect at 9:00 am on the later of the date specified as effective, or two Business Days after deemed receipt of the notice.
3. Delivery of a notice is deemed to have taken place: (1) on signature of a delivery receipt, if delivered by hand; (2) after two Business Days of transmission, if sent by fax; (3) at the time the logistics provider's portal states “Delivered”, if sent by recorded delivery or courier; or (4) one hour after the notice e-mail has been read, verified only by the read-request feature, if sent by e-mail.
4. This Clause does not apply to service of proceedings or other documents in any legal action, arbitration, or other dispute-resolution method.

Except as expressly provided in this Agreement, the rights and remedies provided under it are in addition to, and not exclusive of, any rights or remedies provided by law.

Without prejudice to any other rights or remedies, each Party acknowledges that damages alone would not be an adequate remedy for any breach of this Agreement. Accordingly, the Parties shall be entitled to the remedies of injunction, specific performance, or other equitable relief for any threatened or actual breach, within their local jurisdiction.

Should either Party be in breach of any provision of this Agreement, the aggrieved Party shall, by written notice, give the offending Party 14 working days to remedy the cause for complaint, failing which the aggrieved Party shall have the right to:

1. Grant the offending Party further time to remedy the cause for complaint;
2. Apply to the Court for an injunctive order;
3. Refer the matter to arbitration as set out in these terms; or
4. In case of delay in any payment by either Party, charge interest on the delayed payment at 24% per annum from the date of default.

Should a dispute arise regarding, but not limited to, the interpretation of the terms of this Agreement or the standards to be achieved in respect of the project as a whole or any part of it, the Parties shall agree on the selection of an Arbitrator with appropriate qualifications, and:

1. Both parties shall draw up their contentions in respect of the dispute and forward them to the Arbitrator within 7 days of the Arbitrator's selection.
2. The Arbitrator may call upon the representatives of the parties, singly or together, to elicit further information assisting the decision.
3. The Arbitrator's decision shall be final and binding.
4. The Arbitrator shall also make an award as to costs.
5. Should the Parties be unable to agree on the selection of a sole Arbitrator, the matter shall be referred to the High Court in Ahmedabad, India.

If this Agreement is translated into any language other than English, the English-language version shall prevail.

1. This Agreement, together with any documents referred to in it, constitutes the entire agreement between the Parties, and supersedes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to its subject matter.
2. Each Party acknowledges that, in entering into this Agreement, it does not rely on, and has no remedy in respect of, any statement, representation, assurance or warranty that is not set out in this Agreement or the documents referred to in it.
3. Nothing in this Clause limits or excludes liability for fraud.
4. Please refer to www.aabroada.com for other relevant policies, including Refund Policy, Privacy Policy and General Terms and Conditions.

1. Licensor shall deliver to Licensee the agreed version of the system and all relevant documentation.
2. Licensee shall only use Designated Developers provided by Licensor to make any modifications necessary for the Software to work correctly, as the software code is the sole property of Licensor and cannot be provided to Licensee.
3. Any training or assistance required by Licensee shall be performed by Licensor's staff, delivered either on-site or via online telecom technologies. If Licensee requests on-site training, Licensee shall bear all travel and lodging expenses of the trainer sent by Licensor.

1. Licensee may, from time to time, request that Licensor incorporate certain features, enhancements or modifications (Ordinary Customization / Industry Optimization) into the Software at no extra charge; standard development charges apply for White Labeled Mobile App solutions. Licensor may, at its sole discretion, undertake such changes and distribute the modified Software to all or any of its licensees. Any unusual customization is charged at USD 15 per hour of development time.
2. Licensor cannot provide fixed delivery deadlines for modification and customisation requests, as the CRM follows a strict version-control system. All modification-request deadlines may be revised by Licensor from time to time.
3. Any modifications to the Software required by Licensee will only be undertaken by Licensor's Designated Developers.
4. All error corrections, bug fixes, patches, updates or other modifications shall be the sole property of Licensor.

1. Except as specifically set out herein, no Software or Documentation provided by Licensor in human-readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without Licensor's prior written consent.
2. Except as specifically set out herein, any Software provided in machine-readable form may not be copied by Licensee in whole or in part.
3. On termination of the contract between Licensee and a Branch Office, the Branch Office/sub-agent's account must be deactivated, with reasonable notice given. Database records stored on a Branch Office/sub-agent's account can be transferred to a portable storage device for a nominal fee of USD 500, after clearing any outstanding dues. Any account user can download the database in CSV or XLS format from the account itself, wherever applicable.

1. Licensee agrees to respect, and not to remove, obliterate or cancel from view, any copyright, trademark, confidentiality or other proprietary notice, mark or legend appearing on the Software or its output, and to reproduce and include the same on each account of the Software.
2. Licensee agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion of it.
3. Licensee further acknowledges that all copies of the Software, in any form, provided by Licensor or made by Licensee, are the sole property of Licensor and/or its suppliers. Licensee has no right, title or interest in the Software or any copies of it, except as provided in this Agreement, and shall secure and protect it consistent with maintaining Licensor's proprietary rights.

The Aabroada CRM is owned and managed by Licensor, including its personal representatives, investors, successors, predecessors and permitted assigns. In the event of a change of ownership or management, the terms will continue to apply. Subscribed users will be informed via registered e-mail of any change of ownership, jurisdiction, or terms. Licensor holds the right to make changes to these terms without any prior notice to, or consent from, Licensee.

The signatories to this Agreement warrant that they are duly authorised to bind their respective employers, owners and investors — Licensor and Licensee — and accept these terms and conditions by publishing and accepting them digitally on https://www.uniagents.com, during registration of the account on: