Unless specifically and separately agreed in the present agreement or any other similar agreement, this Master Client Agreement serves the Client (hereafter “you”) and Amit Desai HQ (ADHQ) relation and further governs the usage of the ADHQ’s services by you. The present agreement also administers the practice of ADHQ’s websites and ADHQ Facebook group (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 sort of restrictions and qualifications and further you accept to comply with the local laws and rules and regulations that prevail at the time of signing of this contract.

Features of the Web Site:

This website 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 others. Responsibility for what is posted on bulletin boards, web logs, chat rooms, and other public posting areas on the website, or sent via any email services on the website, 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 website. It is a condition of your use of the website that you do not:

Restrict or inhibit any other user from using and enjoying the website.
Use the website to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Interfere with or disrupt any servers or networks used to provide the website or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the website.
Use the website to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.
Gain unauthorized access to the website, or any account, computer system, or network connected to this website, by means such as hacking, password mining or other illicit means.
Obtain or attempt to obtain any materials or information through any means not intentionally made available through this website.
Use the website to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
Use the website to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.
Use the website to post or transmit any information, software or other material that contains a virus or other harmful component.
Use the website to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising.
Use the website to advertise or solicit to anyone to buy or sell products or services, or to make donations of any kind, without our express written approval.
Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the website.

ADHQ may host message boards, chats and other public forums on its websites. 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. ADHQ 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 ADHQ staff, ADHQ’s outside contributors, or by users not connected with ADHQ, some of whom may employ anonymous user names. ADHQ 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 ADHQ or any of its subsidiaries or affiliates.

ADHQ has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the websites. 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 member to add value to the group. Our goal is to make your community the most valuable community you are 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.

Disclaimer:

Throughout the website, we may provide links and pointers to Internet websites maintained by third parties. Our linking to such third-party websites does not imply an endorsement or sponsorship of such websites, or the information, products or services offered on or through the websites. 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 their sites.

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 ADHQ. Neither ADHQ nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content.

Furthermore, ADHQ neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the websites by anyone other than an authorized ADHQ representative while acting in his/her official capacity.

The information, products and services offered on or through the website and by ADHQ and any third-party websites 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 website or any of its functions will be uninterrupted or error-free, that defects will be corrected, or that any part of this website, 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 website or materials on this website or on third-party websites in terms of their correctness, accuracy, timeliness, reliability or otherwise.

Payment, Charges and Refund:

Every client who subscribes to the courses available on the website has to prepay the amount highlighted at the payment screen emanating from the ADHQ or its affiliate’s server, and on successfully making of the payment, the client will be intimated of the successful payment, resulting in the requisite access to the services of ADHQ to the client.

Term, Duration and Termination:

Term: This agreement will come into effect the day the client will subscribe (defined below) to the services afforded by ADHQ and at the same time the client agrees to comply with the Privacy policy and Terms of Use policy of ADHQ. The Policies become irrevocably binding and mandatory unless the present agreement is terminated (defined below).

Note: It is clarified that subscription becomes finalised and the requisite access is granted on making of the payment of course fee.

Duration – The duration of session and courses offered by ADHQ is for one year from the date of payment. ADHQ undertakes to give unfettered access to the requisite materials and expert sessions/classes/lectures to the subscribed client which will be post making of payment. To make use of the materials offered by ADHQ is completely left at the will of the client and ADHQ reserves no right to close any subscribers’ subscription for not completing their selected course within a specific period of time unless the contract gets terminated.

Termination – This Agreement may be terminated at any time as follows:

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. The said notice should depict the breach caused by the breaching party and the breaching party should cure such breach or if such breach is incapable of being cured, termination shall be effective on receipt of notice.
Termination for convenience– ADHQ 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 ADHQ determines to terminate the subscription of the client or any other reason on its sole discretion. Upon termination pursuant to the present clause, ADHQ shall be under no obligation to the client, including reimbursement/refund of the subscription amount.
Termination for Unprofessional Conduct– If the client acts in an unprofessional manner including material theft, proprietary infringement, profanity, indecorous behavior in live sessions, sharing/sale of login id and password 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.
Effects of termination– After receipt of notice of termination and except as otherwise directed by ADHQ:

Any contractual relationship between ADHQ and the client will cease to exist.
ADHQ will reserve its right to exercise any legal remedy available to it in case of any damage afflicted due to the client’s action
If a part of the contract is terminated then, both the ADHQ and the client will strive to continue with complying with the terms of the contract which are not terminated.
If otherwise provided, ADHQ has all the authority to restrict the access to the material offered to the client to any extent in case of termination.
The client upon termination undertakes to disclaim all the material offered by ADHQ in their possession and further declare to keep on complying with the Privacy Policy and terms of use agreed upon on signing of the present agreement.
On termination of the contracts, the Privacy Policy and terms of Use will subsist and will bind the parties regardless the termination of this present agreement.

Confidential Information:

During the term of this Agreement, ADHQ 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, ADHQ’s “Confidential Information” shall mean any and all such information provided to the subscribed individual (client) or to which the subscribed individual has or is given access , in whatever form, verbal, electronic or video graphic, including, but not limited to, Worksheets, Pinups, Slides, Spreadsheets, Example Sales Calls Recordings, Checklists, Private Video presentation Templates/Scripts, Swipe Files of ADHQ’s personal ad campaigns, Proposal Templates , other materials on Private Facebook Group, Mentorship Sessions and any email support whether or not identified as ADHQ “Confidential Information”, in whatever media, electronic or otherwise.

Non-Disclosure:

No client will, without prior written consent of ADHQ, remove from ADHQ or ADHQ’s Affiliate’s online premises or disclose ADHQ’s “Confidential Information” to any third party or otherwise jeopardize the confidential nature of the ADHQ’s “Confidential Information” and the Client will not use such ADHQ “Confidential Information” other than for the purposes of this Agreement. The client agrees that all ADHQ’s “Confidential Information” will be held in strictest confidence by the client and that such “Confidential Information” will not be copied, reproduced or altered either in whole or part by any method whatsoever, unless agreed upon in writing by ADHQ. The Client, if is a non-individual entity, shall direct and cause its employees, officers and directors to whom the ADHQ’s “Confidential Information” is disclosed to be informed of and agree to be bound by the restrictions upon disclosure and use of ADHQ’s “Confidential Information” as contained in this Agreement and further expressly acceding to be bound by the substantive Non-Disclosure Policy of ADHQ.

ADHQ declares that it will not, during or after the terms of this Agreement, permit the duplication or disclosure of any ADHQ “Confidential Information”.

Exception:

The terms of ADHQ “Confidential Information” shall not apply to the information that:

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 ADHQ and receiving the ADHQ “Confidential Information”;
has become part of the public domain through no fault of the Recipient Party;
has been developed subsequent to, and independent of, disclosure to the recipient Party; or
has been released in writing by the disclosing party so that the recipient party may make public disclosure or is otherwise deemed by the disclosing party, in writing, to be no longer confidential.

Required Disclosure:

Notwithstanding anything to the contrary in this section, if the recipient party learns that it is or maybe required by the 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 (ADHQ) of the disclosure requirement so that the disclosing party, or the appropriate party may seek a protective order or other appropriate relief, (b) provide such co-operation and assistance as disclosing party may reasonably request in any effort by disclosing party or appropriate party to obtain such relief, and (c) take reasonable steps to limit the amount of “Confidential Information” so disclosed and to protect its confidentiality.

Injunctive Relief:

Client acknowledges that breach of this section or disclosure of other information which, at law or in good conscience or equity, ought to remain confidential, will give rise to irreparable injury to ADHQ or the owner of such information, and cannot adequately compensate in damages. Accordingly, ADHQ 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 ADHQ and are reasonable in scope and content.

No Licence:

Nothing contained in this agreement shall be construed to grant the Client any right or license under any Intellectual Property right of Amit Desai HQ. “Intellectual Property Rights” shall mean copyright rights (including without limitation, the exclusive right to use, make recordings of, reproduce, modify, adapt, edit, enhance, maintain, support, market, sell, rent, sublicense, distribute copies of, publicly and privately display and publicly and privately perform, exploit, exhibit, the copyrighted work and to prepare derivative works), copyright registrations, applications, trademark rights (including without any limitation the trade names, trademark services, service marks and trade dress) trademark and service mark registrations and applications, trade secrets, moral rights, author’s rights, right of publicity, contracts and licensing rights, rights in goodwill and other Intellectual Property Rights, as may exist now and/or hereafter comes into existence, and all renewals and extensions thereof regardless of whether any of such rights arise under the law of any state, country or jurisdiction.

Return of “Confidential Information”:

Upon the earlier of (i) a 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.

Title, Proprietary Rights:

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 ADHQ’s personal ad campaigns, Proposal Templates , other materials on Private Facebook Group, Mentorship Sessions and any email support, business methods, programs, ideas, concepts and all other documentation developed for or relating to ADHQ 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 ADHQ shall be and shall remain the property of ADHQ and may not be used by the client or its employees for any other purpose except for the benefit of Client. Client shall not sell, transfer, publish, disclose, rent, lease, loan, license, or otherwise make available to others any part of the course material or copies thereof and Client shall treat the same as “Confidential Information”.

All applicable rights to patents, copyrights, trademarks, trade secrets and all other Intellectual Property Rights in and to the Service Product are, shall vest and shall remain in ADHQ and neither any Client nor its employees, if a non-individual client, shall have any interest in the Service Product.

Indemnification:

Losses Defined:

For purposes of this agreement, “Losses” means all claims, actions, losses, Liabilities, damages and Costs (including Taxes) and all related costs and expenses (including reasonable attorney’s fees and disbursements and costs of investigation, litigation and settlement).

Indemnification and Defense:

Client undertakes to indemnify, defend and hold ADHQ and/or its Affiliates and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all Losses arising out of or relating to:

Any act or an attempt to act that constitutes piracy of the material provided by ADHQ, which is covered under the ADHQ “Confidential Information”, that might have an adverse effect on the business, credibility or goodwill of ADHQ, 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 ADHQ against any such damage without prejudice to other legal remedies available to ADHQ.
Any claim alleging breach by the Client of any obligation, representation or warranty made by Client in this Agreement or Client or its employees’ obligations with respect to “Confidential Information”

Limitation of Liability:

In no event will either party 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, even if a party has been advised of the possibility of such damages.

The above mention limitation shall not apply to (i) Client’s Obligation under Clause “Indemnification” of the present agreement; (ii) claims or causes of action which are due to Client’s gross negligence or willful misconduct or that of a non-Individual client’s officers, directors, employees, agents or representatives; and (iii) breach of Client’s obligation of confidentiality. The parties acknowledge that the limitations set forth in this section are integral to the amount of consideration paid or to be paid under this Agreement.

After Sales Services:

ADHQ assures that in their attempt to provide satisfactory service to the client, ADHQ will attempt to provide after sale services to the client in the form of live sessions and ADHQ further declares that its agents will be available for clarifying any query a client may have. During the period the Client may have access to the course as per the terms. ADHQ 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 sale services and the same survives till the survival of ADHQ. ADHQ 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 intrinsic or extrinsic factor that might preclude ADHQ to continue with the After Sales Services or provide the affiliated services expeditiously.

Publicity and Exhibition of Results:

On entering into the present agreement, the client relinquishes certain rights in favour of ADHQ including right to publicize and exhibit the resultant success of the client after pursuing the Courses offered by ADHQ.

ADHQ 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.

Other than as contemplated by the previous sentence or otherwise in this Agreement, ADHQ 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 ADHQ’s Public Portfolio, then a written intimation is to be tendered to ADHQ. Thereafter ADHQ may decide to accede to the request of the client on examining various factors.

Transfer/ Assignment of Accessing Rights:

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 ADHQ by transfer of their subscription. Any discernible act of transfer will lead to breach of this present agreement, and thus will entitle ADHQ to forfeit the subscription amount paid by the Client.

Also any downloading and further assignment of any material that may or may not comprise of ADHQ’s “Confidential Information” or ADHQ’s Service/Product is prohibited and the client should refrain from downloading and assigning the proprietary material provided by ADHQ.

No Guarantee:

ADHQ does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of ADHQ 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.

Severability:

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.

Dispute Resolution:

Dispute:

In an 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 efforts to resolve such dispute or to negotiate for a resolution.

Arbitration:

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 above, will be settled by final and binding arbitration in accordance with the following.
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 selected by ADHQ in accordance of the Rules. 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 effected party to provide adequate time for compliance of this clause.
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.
All the cost of arbitration proceeding will be borne equally by ADHQ and the Client. In all arbitrations, each party will bear the expense of its own lawyers and preparation. 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.
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 ADHQ’s and Client’s obligation to fully perform in accordance with the terms of this Agreement.
Any arbitral award passed by the Sole Arbitrator appointed under the present clause will, if it requires enforcement or annulling as per the provisions of the Rules, the courts in Mumbai, India will have sole jurisdiction over such awards.

Governing Law; Class Action Waiver:

Governing Laws:

This agreement shall be governed exclusively and solely by and construed in accordance with the laws of India and Mumbai in specific and in case of any conflict of laws and promulgations of a foreign country and the laws of India, the Indian law will prevail.

Class Action Waiver:

PLEASE READ THIS SECTION CAREFULLY- IT MAY SIGNIFICANTLY AFFECT 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 Mumbai and within the jurisdiction of courts in Mumbai.

Miscellaneous:

Entire Agreement:

This agreement constitutes the entire agreement between the parties and superseded any or all prior to contemporaneous agreement, understanding, negotiation, warranty or representation between the parties in connection with the subject matter of this Agreement.

Waiver:

The failure of either party to promptly enforce or seek remedy for the breach of any provision of this Agreement shall not constitute a waiver of such provision or any part thereof. No term or provision shall be deemed waived, and no breach hereof shall be deemed consented, to, unless such waiver of or consent to any other term or provision.

Force Majeure:

Except for the payment of the subscription fee or any other due towards ADHQ, 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, 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 ADHQ’s web hosting service provider or database hosting provider to provide service to ADHQ (a “Force Majeure Event)

ADHQ Facebook Group:

The ADHQ Facebook Group is a group exclusive to the subscribers of ADHQ courses. On making the payment the client will be added into this private group for two main purposes:

To become a part of the ADHQ Community and get benefits of after sales services even after completion of course
For dissemination of vital information regarding the course client has opted for, including live guiding sessions and other details.

Overriding Clause:

It is clarified that in case of any discernible contradiction that may arise between the present agreement and any other policies, agreements, contracts or terms of ADHQ, then the present contract will have an overriding effect on other policies, agreements, contracts or terms till the extent of that contradiction.

Definitions:

Time of Subscription:

Time of Subscription is the moment the client agrees to the terms of the present agreement and make the payment for the course opted by him/her.

Signing of the Contract/Agreement:

The contract will be considered as signed and accepted when the user clicks on the “Pay” button.

Non-Individual Client:

Non-Individual Client means any entity/proprietorship/ partnership that consists more than one person or more than the minimum required persons to form.

Disclosing Party:

The Party that discloses any confidential information in execution of the present agreement.

Recipient Party:

The party that receives the confidential information in execution of the present Agreement.

This document was last updated on August 22nd, 2022.