This Agreement sets forth the terms and conditions ("Terms") you ("You", "Your" or "User") agree to by using this submission portal (the "Portal") to submit an idea, concept, suggestion, solution or challenge ("Innovation") to CL Educate Ltd. (CL Educate Ltd. or any of its subsidiary companies or affiliates shall hereafter be referred to collectively as "CL", "we" or "us").
PLEASE READ THE FOLLOWING CAREFULLY and submit your Innovation only if you have carefully read, understand, and agree to the following terms and conditions. For good and valuable consideration, the sufficiency of which is hereby acknowledged and by virtue of your submission of Your Innovation to CL, You represent and agree as follows:
CL may modify these terms at any time but shall provide you with notice either by mail or email, at CL sole discretion, of any changes to these Terms at least 14 days prior to those changes becoming effective. Your continued use of the Portal after CL issuance of the notice of a change to these Terms shall constitute your acknowledgment and assent to the revised Terms.
- INNOVATION(S): For purposes of these Terms, Innovation includes any original idea or process or invention or improvement in any existing product / process submitted by you to CL.
- NO OBLIGATION TO RESPOND. CL is under no obligation to consider or respond to any Innovation. CL may respond to Innovation in its sole discretion.
- ELIGIBILITY. The Portal is not available for individuals or organizations that cannot form legally binding contracts under applicable law. If you do not qualify, you may not use the Portal. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with India or its citizens, you may not use the Portal.
- ACCESS CREDENTIALS. To be eligible to submit Innovation(s), you must complete, and CL (or its designee) must receive and approve, your registration with the Portal. You agree that your registration information always correctly represents your professional affiliation, experience, qualifications and ability to transact business. As part of the registration process, you may be asked to select a password and a user name (Your "Access Credentials"). You may not use a user name of another User and you may not disclose to or share Your Access Credentials to third parties or use Your Access Credentials for any unauthorized purposes. You agree to notify CL by email at info@wainconnect.com of any unauthorized use of Your Access Credentials or breach of security, including loss, theft, or unauthorized disclosure of Your Access Credentials.
- INFORMATION YOU SUBMIT. You are solely responsible for the content of Your Innovation. You agree that Your information will be accurate and will not: (a) infringe any third partys' copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (c) be libelous, unlawfully threatening, or unlawfully harassing. Personally identifiable information collected from Users of the Portal will be used by CL for internal purposes and will not be sold or given to third parties.
- ADDITIONAL CONDITIONS REGARDING INNOVATION. If you submit an Innovation, You agree that you are the owner of the submitted information and any related intellectual property rights and that You are legally free to make the disclosure. You acknowledge and agree that the Innovation may be shared by CL with corporate affiliates, consultants and contractors, and other parties.
- OWNERSHIP OF INNOVATION. You are not granting Your IP Rights (as hereinafter defined) to CL by virtue of agreeing to these Terms or submitting an Innovation. You understand, however, that any aspect of Your Innovation not protected by Your IP Rights may be freely used by CL.
- ADDITIONAL AGREEMENTS. You agree to let us or our authorized relationship manager contact you at our discretion following receipt of your submission. If CL is interested in Your Innovation or in having further discussions with respect to Your IP Rights, CL will contact you to discuss further terms and conditions including commercial aspects with respect to Your IP Rights. CL is under no obligation to contact you with respect to Your Innovation nor is CL required to return any submitted materials to you.
- INNOVATION RECORD RETENTION POLICY: Five (5) years of the date of submission on the portal.
- NO IMPLIED AGENCY RELATIONSHIP. No joint venture, partnership, agency, or employment relationship exists between CL and You by virtue of your submitting an Innovation and agreeing to these terms.
- OTHER CONTRACTS, CONFIDENTIALITY, AND INDEMNIFICATION. You agree that you will not disclose to CL any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to disclose, sell, license, or publish. You agree that you will not discuss any confidential information of your own, or of other parties, in any information that you submit through the Portal. Anything you submit to us is NOT confidential and will be treated as such by CL. You agree that any subsequent submission or discussion with CL is likewise non-confidential. Should Your use of the Portal be found to breach legal obligations You may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 11, You agree to defend, indemnify and hold harmless CL, its affiliates, and their respective officers, directors, employees, agents, consultants, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
- INDEPENDENT CREATION BY any other user or member of WAIN. You acknowledge that any member may have already independently developed, maybe in the process of developing, or may develop at future date ideas, innovation and concepts similar or better to your submitted Innovation, and you waive any and all claims based upon the similarity of such ideas, innovation or concepts. You agree that You will solely rely upon Your patent, copyright or other rights in the protection of Your Innovation (Your patent rights, copyrights, and trademark rights are collectively referred to as "IP Rights") and that no claim against any member may be made with respect to Your Innovation or subsequent submission to CL based upon any other claim or right with the exception of Your IP Rights. You understand that you must seek appropriate protections, including patent protection, to protect Your Innovation.
- OWNERSHIP AND LIMITED LICENSE. CL shall retain all ownership in the Portal and all content generated by it that is displayed. CL grants you a nonexclusive, revocable right to participate in the Portal provided that you do not copy ,modify ,or create a derivative work of any part of the Portal. In addition, you shall not (i) reverse engineer, reverse assemble or otherwise attempt to discover any source code, or (ii) modify or attempt to modify the Portal in any manner or form except that You have the right to modify Your self-generated content (e.g. registration or Innovation) on the Portal. You agree that CL shall not be liable to you for any modification or discontinuance of the Portal and CL may discontinue the Portal without any notice to you. The license granted to you by CL is a limited license to access and make use of the Portal and not to download (other than page caching) or modify it, or any portion of it, except with express wrote consent of CL. This license does not include any copying or distribution, resale or commercial use of the Portal or its contents; any collection and use of any Portal content; any derivative use of the Portal or its contents; any downloading or copying of Portal content for the use or benefit of another; or any use of data mining, scripting, scraping, bots, or similar data gathering and extraction tools. The Portal or any portion of the Portal may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of CL. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of CL without the express written consent of CL. Any unauthorized use terminates the permission or license granted by CL.
- COMPLIANCE WITH RULES. You agree not to use any device, software or routine to interfere with the proper working of the Portal or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on the Portal or the infrastructure that makes it available. You agree not to take any actions which may undermine the integrity of the Portal or CL, such as: posting false or misleading information; using the Portal in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Portal and the transfer of information with which you are involved, including without limitation, import/export requirements, and CL expressly disclaims any liability or responsibility thereto.
- No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE TERMS, THE PORTAL IS PROVIDED "AS IS."CL MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE PORTAL.
- Liability. CL SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) YOU SUFFER OR INCUR DIRECTLY OR AS A RESULT OF THIRD-PARTY CLAIMS RELATING TO YOUR USE OR ANY THIRD-PARTY USE OF THE PORTAL, OR CL CONSIDERATION OR REJECTION OF THE INNOVATION. UNDER NO CIRCUMSTANCES WILL CL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES IN EXCESS OF INR 10,000/- REGARDLESS OF THE CAUSE.
- You agree that You will be responsible for, and at CL request indemnify and defend CL from, third party claims arising out of the Innovation or other information You provide to CL or submit through the Portal, or any breach by You of these Terms, together with reasonable attorneys' fees incurred by CL in defending any such claim.
- You agree that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Portal must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
- Miscellaneous. These Terms shall be interpreted in accordance with the laws of India (excluding any rules governing the choice of laws) and any legal proceeding arising out of the Terms shall be brought in the state court in Delhi, India. The Terms will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of the parties hereto. The Terms (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between CL and You with respect to the subject matter hereof, and You have not relied upon any promises or representations by CL with respect to the subject matter except as set forth herein. You shall not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of the Terms is English.
