This Memorandum of Understanding (MoU) describes the arrangements between the institution submitting the application for I-MADE Program (hereinafter referred to as "I-MADE Member") and Kryptos, whereby Kryptos Mobile Private Limited is offering to provide I-MADE Member’s official mobile app under the I-MADE program for a period of 5 years.
Kryptos Mobile Pvt. Ltd. is authorized by the I-MADE Member to publish the mobile app so developed after it receives an application by the I-MADE Member through the I-MADE program.
In consideration for the efforts that I-MADE Member and Kryptos will provide each other, the parties agree that the conditions of this MoU shall remain Confidential at all times during this arrangement and further agree that all the terms and conditions of the Confidentiality Agreement shall be in full force and effect for purposes of the services provided for the Kryptos Mobile platform. If there is any discrepancy between the Confidentiality Agreement and this MoU, this MoU shall control.
The term of MoU will be 5 years starting from the date this MoU is signed.
Under the engagement, Kryptos Mobile will setup and configure its basic apps suite to provide I-MADE Member with the following public apps:
Kryptos Mobile Assumption(s):
All the backend data, RSS feeds, links will be provided by I-MADE Member.
License to Kryptos Mobile. Kryptos hereby grants to I-MADE Member for use by I-MADE Member a limited, non-transferable, worldwide, royalty-free limited license to access, display, perform, reproduce and otherwise use the Kryptos Mobile application platform for the sole purpose of evaluating the application for the duration of I-MADE program entered into hereunder. As used herein, Kryptos Mobile Platform shall mean all software and hardware products that Kryptos either owns or licenses from a third party, along with any and all user documentation, technical information and any module, specification, system, instruction, program or other proprietary materials, which Kryptos either delivers to I-MADE Member or provides I-MADE Member with access to during the term of this I-MADE program. Such license shall expire based on the Term set forth herein.
Except as expressly permitted by Kryptos, I-MADE Member shall not, and shall not authorize any third party to (i) market, sell, lease, rent, sublicense, distribute or otherwise make available to any third party Kryptos Mobile or any aspect thereof; or (ii) remove or alter any legends, logos or other notices from Kryptos Mobile Platform. I-MADE Member is prohibited from developing or implementing any Work Product based upon this limited license. As used in this Agreement, the term “Work Product” means any invention and all related know-how, designs not already in the public domain and utilized by Kryptos in its mobile offering, mask works, trademarks, formulae, processes, trade secrets, artwork not already in the public domain and utilized by Kryptos in its mobile offering, software or other copyrightable or patentable works (collectively, “Related Works”) and all enhancements, revisions, modifications or derivative works of such Related Works, regardless of whether such Work Product or Related Works are protectable under the patent, trademark, copyright or other proprietary rights of any country. I-MADE Member represents and warrants that the performance of its services under this Agreement does not and will not infringe upon the intellectual property rights of any other person, including but not limited to rights under the trade secret laws, trademark laws, copyright laws or patent laws. I-MADE Member agrees to indemnify and hold Kryptos harmless as to any claims for infringement of the property rights of third persons which are caused by or arise out of the services performed by I-MADE Member under this Agreement, including claims for damages, any judgments or liability, as well as the costs of litigation (including reasonable attorney’s fees and costs of suit). All intellectual property rights, in any material developed and produced in the course of and in connection with the app shall be vested exclusively with I-MADE Member.
Under the engagement, Kryptos Mobile will setup and configure its basic apps suite to provide I-MADE Member which will include, but not be limited to, with the following public apps:
I-MADE Member agrees to use the Kryptos services described herein exclusively as its mobile application platform services for a period of 5 years from commencement of MOU unless I-MADE Member advises Kryptos of its intention not to do so; at which point Kryptos retains the right to `terminate this agreement immediately.
Kryptos Mobile ("Kryptos") provides mobile applications designed to assist users with accessing information, registering for events, or submitting information (each application, an "App"). The Apps are collectively referred to herein as the "Service". This Master Terms of Service along with the Additional Terms (defined below), as such terms and policies may be updated from time to time (collectively, the "Terms"), governs your use of the Apps and the Kryptos Service.
By downloading an App or otherwise accessing or using the Service, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use the Service.
You are solely responsible for the use of the Service. By using the Service, you acknowledge that your use of the Service is solely at your own risk. Your use of the App or any other downloadable software components provided by Kryptos is subject to these Terms and any Additional Terms provided by Kryptos.
In addition to these Master Terms of Service, the following additional terms apply to your use of the Service. By using the Service, you agree to be bound by these additional terms (including any age restrictions applicable to use of a particular App or feature of the Service), as applicable, which are incorporated herein by reference (collectively the "Additional Terms"):
2.1 INSTITUTION acknowledges Kryptos is acting as an intermediary by creating a link between INSTITUTION and their joint platform for enabling Users to make fee payment through INSTITUTION App.
2.2 Once the payment instruction is authenticated, Authorized and approved by Kryptos fee payment Management System in respect of a Transaction, Kryptos shall confirm the payment to INSTITUTION . .
2.3 INSTITUTION hereby directs and authorizes Kryptos Mobile to receive, hold, disburse and settle the collected funds in accordance with and subject to the provisions of this Agreement. .
2.4 INSTITUTION hereby authorizes Kryptos Mobile to collect the entire transaction money on their behalf in its specified account and to settle the Account within Five working days from the transaction date, after deducting agreed Transaction Charges. .
2.5 In the event of any error or omission of Kryptos Mobile to debit the Transaction Charges against any payment to INSTITUTION , INSTITUTION allows Kryptos to adjust such amount from future payments. .
3.1 INSTITUTION warrants that it has the full right and/or authority to offer the services being rendered by them and has necessary licenses and approvals from the government or any regulatory body. .
3.2 INSTITUTION shall have a direct agreement with the User(s) transacting at INSTITUTION ’s/ platform.
3.3 INSTITUTION shall allow Kryptos to arrange necessary and requisite trainings and to organize promotional campaigns/ advertising activities with the colleges and campus.
3.4 INSTITUTION shall make the campus, colleges and Users familiar with INSTITUTION Wallet and Kryptos fee payment Management System and shall allow Kryptos to make Users download and register with INSTITUTION App, which would enable them to make necessary payments using the same.
3.6 INSTITUTION shall be responsible for all the acts and conduct of colleges, User(s) Service issues relating to the services being rendered by the colleges under INSTITUTION , refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel, policies or processes and INSTITUTION and its colleges shall bear any and all expenses and/or costs relating thereto.
4.1 Kryptos shall not be responsible for any Transactions that have not been confirmed with Kryptos Fee Payment Management System.
4.2 All disputes relating to quality of Services of INSTITUTION shall be sole liability of the INSTITUTION.
4.3 In case of a “Chargeback”, or repudiation of any transaction by a User, Kryptos will suspend the User’s account from the time such claim is reported to Kryptos. This is the sole and exclusive remedy available to the User through Kryptos.
4.4 Any Refund request by any User shall be as per INSTITUTION ’s policy. INSTITUTION shall not give cash refunds to the User and it shall be processed through Kryptos Wallet only.
In the event of a conflict between the terms and conditions in this document and the terms in any of the Additional Terms, these Master Terms of Service will control.
Subject to these Terms, Kryptos grants you a limited, non-exclusive, non-transferable, term-limited, non-sublicensable, revocable license to use any software that is provided by Kryptos solely in connection with your use of the Service.
a. General. Kryptos may contain or display through the Service various materials and content from third parties ("Third Party Materials"). The display on or through the Service of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Kryptos of any third party or any affiliation between any such third party and Kryptos. Furthermore, in using and accessing the Service, you agree that Kryptos is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. Kryptos’s display of specific Third Party Materials does not suggest a recommendation by Kryptos of the third party or any products, services, websites or plans offered. Your interaction with any third party accessed through the Service (whether online or offline) is at your own risk, and Kryptos will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
b. Third Party Links and References. The Service may contain references or links to third-party materials and websites not controlled by Kryptos. Kryptos provides such information and links as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. You acknowledge and agree that Kryptos is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked from the Service.
Kryptos does not allow use of the Service for any illegal, abusive purposes, in any manner that interferes with or interrupts the proper functioning of the Service, or through the use of any bot, crawler, spider, or other automated process. If you violate any provision of these Terms, your permission to use the Service will terminate automatically. Additionally, Kryptos, in its sole discretion may terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
Without limiting the proceeding sentence, you agree that you will not do, or attempt to do, any of the following:
Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Service, use of the Service, access to the Service, or content obtained through the Service for any purpose other than for your authorized use of the features of the Service, in accordance with all applicable Terms; Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, or features that enforce limitations on the use of the Service or any content therein;
Use any manual or automated means to extract and/or compile content from the Service for any commercial purpose or otherwise;
Interfere with or disrupt the Service, networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers;
Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, x-raying, disassembling or hacking of all or part of the Service or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended; or
Use the Service in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
You expressly agree to abide by all the foregoing restrictions, except to the extent any foregoing restriction is prohibited by law.
The Service is owned and operated by Kryptos. The software, content, visual interfaces, interactive features, information, trademarks, logos, graphics, design, compilation, computer code, products, software, services, content, and all other elements of the Service ("Kryptos Materials"), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Kryptos Materials, including intellectual property rights therein and thereto, are the property of Kryptos or its subsidiaries or affiliated companies and/or third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Kryptos Materials. Kryptos reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the Kryptos Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms.
These Terms will remain in effect until terminated. Your rights and licenses under these Terms will terminate immediately upon your breach of the Terms. You may terminate these Terms by uninstalling and ceasing use of the Apps.
Kryptos reserves the right, in its sole discretion, to add, remove, or modify features of the Service at any time for any reason without liability to you. Kryptos may change, modify, add, or remove portions of these Terms (including the Additional Terms) at any time by making such modified terms available to you on the Kryptos website or through an App, or both. If Kryptos materially modifies these Terms, it will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. No modifications to these Terms will apply to any dispute between you and Kryptos that arose prior to the date of such modification. Your use of the Service after modifications to these Terms become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of these Terms, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
You agree that you will be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless Kryptos and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Kryptos Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Service at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. Kryptos reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with Kryptos’s defense of such claim.
THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE KRYPTOS ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE KRYPTOS ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING THE KRYPTOS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND ANY MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES IS AT YOUR OWN DISCRETION AND RISK.
IN NO EVENT WILL THE KRYPTOS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE KRYPTOS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE KRYPTOS ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO KRYPTOS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM OR (ii) $5.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE AND AGREE THAT KRYPTOS HAS OFFERED ITS SERVICE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND KRYPTOS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND KRYPTOS.
EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
a. Governing Law. These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of Ohio as they apply to agreements entered into and to be performed entirely within Ohio by Ohio residents regardless of your country of origin or where you access the Services, and without regard to conflict of law principles or the United Nations Convention for the International Sale of Goods.
b. Jurisdiction and Venue. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Kryptos agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Cuyahoga County, Ohio for the purpose of litigating all such claims or disputes.
No Class Actions. YOU AND KRYPTOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
c. Entire Agreement. These Terms (including the various additional terms incorporated herein by reference) constitute the entire agreement between you and Kryptos, and supersedes any and all prior agreements, negotiations, or other communications between you and Kryptos, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties.
d. Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
e. Compliance with Laws. You agree to abide by all applicable laws in your use of the Service, including export control laws and similar regulations governing the transfer of software and other technology outside of the United States or other jurisdictions.
f. Assignment. You may not assign these Terms. Kryptos may assign these Terms without restriction. Subject to the foregoing, these Terms shall be binding on the parties and their respective successors and permitted assigns.
g. Force Majeure. You acknowledge and understand that if Kryptos is unable to provide the Service as a result of a force majeure event Kryptos will not be in breach of these Terms. A force majeure event means any event beyond the control of Kryptos.
h. Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in these Terms or by law shall not constitute a waiver of that right, power or remedy. Kryptos’s waiver of any obligation or breach of these Terms shall not operate as a waiver of any other obligation or subsequent breach of these Terms.