EduSec - Customer Agreement

Effective starting: Jan 1, 2026

Licensor Entity: RUDRAM SOFTECH PVT. LTD. (“Rudra softech”, “RUDRA SOFTECH”, “RUDRAM SOFTECH”, “Licenser”, “Licensor”, “We”, “Us”)

Registered Office: 321, 3rd Floor, Maruti Plaza, Nr. Vijay Park BRTS Bus Stand, Bapa Sitaram Chowk Road, Krishnanagar, Ahmedabad - 382345, Gujarat, India

Client / Licensee: "You", "Your", or "Client" means your educational institution, university, college, school, training institute, company, and you as an authorized representative. Rudram Softech’s End-User License Agreement ("EULA" or "Agreement") is a legal agreement between RUDRAM SOFTECH PVT. LTD. and You. RUDRAM SOFTECH’s EduSec is a proprietary cloud-hosted Software as a Service (SaaS) application (identified below as SOFTWARE PRODUCT, which includes associated software components, web applications, mobile applications, media, printed SOFTWARE PRODUCT materials, and "online" or electronic documentation).

By accessing, subscribing to, logging into, installing, copying, or otherwise using the SaaS SOFTWARE PRODUCT, you agree to be bound by the terms of this Agreement. This Agreement represents the entire agreement concerning the program between you and RUDRAM SOFTECH, and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this Agreement, do not access, subscribe to, or use the SaaS SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SaaS SOFTWARE PRODUCT is licensed on a subscription basis, not sold.

IMPORTANT DEFINITIONS:

"Intellectual Property Rights" (“IPR”) shall mean and include patents, trademarks, domain names, service marks, trade names, registered or unregistered designs, copyrights (including revision rights, rights in derivative works, and other rights), rights of privacy and publicity and other forms of intellectual or industrial property, know-how, database, information, confidential information, inventions, formulae, confidential or secret processes, trade secrets, processes including business processes, domain names, programs, source codes, object codes, software, algorithms, concepts, creations, improvements upon, additions or any research effort relating to any of the foregoing; utility models, including design rights, trademark rights, trade secret rights, and other rights, including moral rights and any similar rights, and any other protected rights or assets and any licenses and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.

You agree and acknowledge that IPR for SOFTWARE PRODUCT shall include, but is not limited to, the following proprietary modules of our SaaS SOFTWARE PRODUCT:

ACADEMICS: Course Management, Online Test, Timetable, Examination, Academics, Student Attendance, Placement, Batch & Section Allotment.
VIRTUAL CLASSROOMS & CONFERENCING: Zoom Video Integration, Microsoft Teams Bridge, Meeting Timetable Scheduling, Live Lecture & Session Audit Logs.
HUMAN RESOURCE: Employee Management, Employee Configuration, Leave Management, Attendance, Payroll, Staff Performance.
STUDENT: Student Profile Management, Admission Category Management, Enquiry, Document Management.
SPONSORED STUDENTS & CORPORATE CLIENTS: Corporate / Government Sponsor Contract Management, MoU Tracking, Authorized Signatory Profiles, Candidate Batch Mapping, Sponsor-Specific Progress & Attendance Dispatch Reporting.
FEES & FINANCIALS: Fees Management, Fee Category Master, Bank Challan / Cheque Clearing, Payment Gateway Bridges.
ACCOUNTING, PURCHASE & EXPENSE MANAGEMENT: Vendor Master, Purchase Orders (PO), Goods Receipt Vouchers, Supplier Invoices, Debit/Credit Notes, Expense Disbursements, Petty Cash Logs, Employee Reimbursement Claims, Balance Sheets, and Institutional Financial Ledgers.
COMMUNICATION & NOTIFICATIONS: Dashboard Management, SMS API Gateway, Email (SMTP/TLS), Telephone Diary, Helpdesk, Parent Communication, WhatsApp Business API Messaging Engine, Web & Mobile Push Alerts.
REPORTS CENTER: Report Center, Hostel Report, Enquiry Reports, Attendance Analytics, Exam Report, Timetable Matrix, Financial & Academic Audits.
ADMINISTRATION: Hostel, Transport, Account, Institutional Assets.
DOCUMENT: Certificate/Letters, Manage Documents, File Sharing, Identity Document Vault.
LIBRARY: Library Management, Book Circulation, Barcode / RFID Integration.
SETTINGS: Configuration, Manage Users, Manage User Rights, Role-Based Access Control (RBAC), Single Sign-On (Google & Facebook SSO), Additional Custom Fields.

“Property of Licensor:”

You obtain access to this SOFTWARE PRODUCT as a Software as a Service (SaaS) solution hosted on our managed cloud servers, or exceptionally via remote download/installation by our technical team. The copyright, source code ownership rights, database structure rights, algorithms, and every other intellectual property right in the programs, architecture, and data which constitute the SaaS software product are and remain the exclusive property of the licensor ('the licensor'). You are licensed to access and use them on a subscription basis only if you accept all the terms and conditions set out below.

“Cloud Service Provider”:

Shall mean RUDRAM SOFTECH’s cloud service provider (including Amazon Web Services - AWS) through which RUDRAM SOFTECH delivers Software as a Service (SaaS) for the SOFTWARE PRODUCT. RUDRAM SOFTECH has entered into separate enterprise agreements with such providers to host and secure the SaaS solution.

CLOUD COMPUTING PROVISIONS OF CLOUD SERVICE PROVIDER:

RUDRAM SOFTECH has agreed and complied with various provisions specified by its Cloud Service Provider AMAZON in the link below. You hereby agree and acknowledge that you have visited the link below and agree and acknowledge all provisions mentioned therein: AMAZON’s Legal Terms and Conditions found at: https://aws.amazon.com/legal If you do not agree, you shall not use RUDRAM SOFTECH’S SaaS services.

DATA PROTECTION ROLES, STATUTORY COMPLIANCE & SAAS CLIENT WARRANTIES

A. Allocation of Statutory Roles (DPDP Act)

Client as Data Fiduciary: The Client (School, College, University, or Training Institute) determines the purpose, categories, and operational parameters of digital personal data processed within the SaaS SOFTWARE PRODUCT. Under Section 2(i) of the Digital Personal Data Protection Act (DPDP Act), the Client is the sole and exclusive Data Fiduciary.
Rudram Softech as Data Processor: Rudram Softech Pvt. Ltd. provides multi-tenant SaaS hosting, technical support, and infrastructure, processing digital personal data strictly on behalf of and per the documented instructions of the Client, serving solely as the Data Processor under Section 2(k) of the DPDP Act.
Data Principals: Students, sponsored candidates, parents, guardians, teachers, employees, vendor contacts, and corporate signatories are Data Principals under Section 2(j) of the DPDP Act.

B. Client Responsibility for SaaS Data Entry, Integrity & Verifiable Consent

Sole Responsibility for Data Entry & Ingestion: The Client is solely and entirely responsible for the entry, ingestion, uploading, verification, accuracy, completeness, and lawful curation of all data entered into the SaaS SOFTWARE PRODUCT. RUDRAM SOFTECH does not independently review, audit, verify, or validate any academic, demographic, payroll, or financial record entered by the Client.
Verifiable Parental Consent Warranty (Section 9, DPDP Act): The Client explicitly represents and warrants that, prior to enrolling, entering, or uploading records of any student or individual under eighteen (18) years of age into the SaaS SOFTWARE PRODUCT, the Client has procured verifiable consent from the parent or lawful guardian of such child as mandated by Section 9 of the DPDP Act.
Sponsored Students & Corporate MoU Warranty: Where the Client enrolls sponsored candidates and generates progress, attendance, or exam reports for corporate or governmental sponsors, the Client warrants that it has secured lawful consent and contractual authorization under the DPDP Act to collect, process, and transmit such candidate data to third-party sponsors.
Vendor & Financial Accounting Ingestion: The Client warrants that all vendor PAN, GSTIN, invoice details, banking credentials, and employee reimbursement records entered into the Accounting & Expense modules are lawfully collected and processed in compliance with Indian commercial and taxation laws.

C. Communications, Anti-Spam & Marketing Indemnity (WhatsApp, SMS & Email)

Regulatory Compliance: The Client agrees that all outbound communications dispatched via the SaaS SOFTWARE PRODUCT (utilizing WhatsApp Business API, telecom SMS gateways, or SMTP email servers) shall strictly comply with the Telecom Commercial Communications Customer Preference Regulations (TCCCPR / TRAI), the DPDP Act, and Meta’s WhatsApp Business Messaging Policies.
Explicit Prior Opt-In for Marketing: The Client warrants that it will not transmit promotional broadcasts, marketing messages, or unsolicited bulk communications without having obtained verifiable, prior opt-in consent from the recipient. The Client must provide functional opt-out/STOP facilities and immediately honor all unsubscribe directives.
Virtual Classroom Conduct (Zoom & Microsoft Teams): The Client is the host and controller of all virtual classrooms, lectures, and meetings. The Client warrants that it has secured all permissions from students and teachers for video/audio transmission and recording.
Indemnity to Licensor: The Client agrees to fully indemnify, defend, and hold harmless RUDRAM SOFTECH PVT. LTD., its directors, employees, and cloud sub-processors from and against any regulatory penalties, fines (including penalties levied by the Data Protection Board of India or TRAI), damages, legal costs, or platform suspensions (such as Meta/WhatsApp account bans) arising from:

Failure of the Client to obtain verifiable parental consent for children;
Transmission of unsolicited spam or marketing communications via WhatsApp/SMS;
Inaccurate, illegal, or defamatory data entered by institutional staff;

GENERAL TERMS & CONDITIONS:

1. GRANT OF LICENSE (SAAS SUBSCRIPTION)

Subject to the terms and conditions of this Agreement, RUDRAM SOFTECH grants to you a non-exclusive, non-transferable, revocable SaaS subscription license to access and use the cloud-hosted SOFTWARE PRODUCT. You may access the Licensed Program in hosted SaaS format for your own institutional operations, and may configure or customize standard settings as permitted within the interface. You may not, however, transfer, sublicense, assign, or distribute the SOFTWARE PRODUCT to any third party, in whole or in part, in any form, whether modified or unmodified.

2. LICENCE ACCEPTANCE PROCEDURE

By clicking on the "I agree" button when signing or accepting this contract, executing a physical or digital order form, or logging into the hosted SaaS platform, you indicate that you are eligible and authorized to accept said license, agreeing to all terms, limited warranties, and limitations of liability set out in this license agreement. Such acceptance is either on your own behalf or on behalf of any corporate, academic, or governmental entity which employs you or which you represent ('corporate licensee'). In this license agreement, 'you' includes both the individual reader and any corporate or institutional licensee.

3. SUBSCRIPTION FEE & PAYMENT TERMS

You agree and acknowledge complying with subscription fees and payment terms as annexed in Annexure-A of this Agreement.

4. PAYMENT METHOD

Payment shall be accepted through Bank Wire Transfer, RTGS/NEFT, UPI, Credit Card, or designated corporate payment gateways/PayPal. Merchant processing fees or wire transfer charges assessed by banking and payment gateway repositories shall be payable by you.

5. DELIVERY OF SOFTWARE PRODUCT (SAAS PROVISIONING)

RUDRAM SOFTECH shall use its best efforts to provision, activate, and deliver SaaS cloud access to the SOFTWARE PRODUCT as per the agreed deployment schedule following receipt of payments as set forth in Clause 3 and Clause 4.

6. NON-REFUNDABLE FEE

You agree and acknowledge that you believe in our success story and take our SOFTWARE PRODUCT with confidence. You agree and acknowledge that before selecting services and making payment, you have evaluated the SOFTWARE PRODUCT completely as per your requirements. You also agree and acknowledge that if you elect to cancel your SOFTWARE PRODUCT SaaS subscription after payment, you shall not be entitled to any refund. Further, you clearly agree and understand that refunds shall not be possible considering the nature of work, cloud resource allocations, and related costs to the Developer. Considering the same reasons, you agree and acknowledge that you shall not raise any dispute with payment repositories (including PayPal, credit card companies, or banking channels) for refunding the payment. In case you raise any such dispute, you agree, acknowledge, and allow us to instruct the payment repository to credit payment to our account as per this clause.

7. LICENCE RESTRICTIONS

You may not use, copy, modify, or transfer the SOFTWARE PRODUCT (including its source code, database architecture, and related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this license. If you transfer possession or unauthorized access of any copy of the SOFTWARE PRODUCT to another party, your license gets automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify, tamper, alter, conceal, destroy, damage, delete, add, rearrange, or create derivative works based on the SOFTWARE PRODUCT, except as expressly permitted by the mandatory law of this Agreement. You may not vary, delete, or obscure any notices of proprietary rights or any product identification or restrictions on or in the SOFTWARE PRODUCT. Further, you agree and acknowledge specific jurisdiction of Indian cyber laws, namely the Information Technology Act, 2000 (and its amendments) and the DPDP Act, in case of any of the above activities on your part. You agree and acknowledge that you may be held responsible under various sections of the Indian I.T. Act, 2000 including but not limited to sections 43, 43A, 45, 65, 66, 72A, and 85 for the aforesaid violations. You also agree and acknowledge that you may be held responsible under relevant provisions of Indian and International copyright laws and other IPR laws for aforesaid activities.

8. NO TRANSFER

The SOFTWARE PRODUCT is licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer, or otherwise dispose of the SOFTWARE PRODUCT, on a temporary or permanent basis, without the prior written consent of the Licensor.

9. UNDERTAKINGS

You undertake to:

Ensure that, prior to use of the SOFTWARE PRODUCT by your employees, teachers, administrative staff, or agents, all such parties are notified of this license and the terms of this Agreement;
Reproduce and include our copyright notice (or such other party's copyright notice as specified on the SOFTWARE PRODUCT) on all and any authorized screens, printouts, or partial copies of the SOFTWARE PRODUCT;
Hold all drawings, specifications, data (including object and source codes), database schemas, software listings, and all other information relating to the SOFTWARE PRODUCT confidential and not at any time, during this license or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent.

10. COPIES & ARCHIVES

If you are licensed for on-premises or dedicated virtual server deployment, you may make copies of the SOFTWARE PRODUCT in executable code form solely as necessary for backup or archive purposes. You agree to maintain records of the location and use of each copy, in whole or in part, of the SOFTWARE PRODUCT. Each SOFTWARE PRODUCT is copyrighted but unpublished by RUDRAM SOFTECH. You agree to reproduce and apply the copyright notice and proprietary notice of RUDRAM SOFTECH to all copies made hereunder, in whole or in part and in any form, of SOFTWARE PRODUCT.

11. OWNERSHIP

The original and any copies of the SOFTWARE PRODUCT, made by you or for you, including translations, compilations, configuration adjustments, partial copies, modifications, updates, and derivative works, are the property of RUDRAM SOFTECH.

12. PROPRIETARY RIGHTS

You recognize that RUDRAM SOFTECH regards the SOFTWARE PRODUCT as its proprietary information and as confidential trade secrets of great value. You agree not to provide or to otherwise make available in any form the SOFTWARE PRODUCT, or any portion thereof, to any person other than employees of you without the prior written consent of RUDRAM SOFTECH. You further agree to treat the SOFTWARE PRODUCT with at least the same degree of care with which you treat your own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the SOFTWARE PRODUCT.

13. RECOGNITION OF LICENSOR'S RIGHTS - NONDISCLOSURE

At all times during the term of this license and thereafter, you will hold in strict confidence and will not disclose, use, lecture upon, or publish any of the Licensor’s Proprietary Information (physical formats as well as computerized formats), unless an authorized executive officer of the Company expressly authorizes the same in writing. The term "Proprietary Information" shall mean, but will not be restricted to, trade secrets, confidential knowledge, data, or any other information of the Company. By way of illustration but not limitation, "Proprietary Information" includes inventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, workflows, and techniques.

14. TERM, TERMINATION & DATA RETURN

This agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Subscription Term of 12 months and, thereafter, this agreement shall be renewed for successive periods of 12 months only after appropriate payment is credited (each a Renewal Period), unless:

Either party notifies the other party of termination, in writing, at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
Otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

On termination of this agreement for any reason:

All SaaS licenses and platform access granted under this agreement shall immediately terminate;
Each party shall return and make no further use of any equipment, property, documentation, and other items (and all copies of them) belonging to the other party;
Data Extraction & Return: RUDRAM SOFTECH may destroy or otherwise dispose of any of the Client Data in its possession unless it receives, no later than ten (10) days after the effective date of termination, a written request for the delivery to the Client of the most recent Client Data. RUDRAM SOFTECH shall use reasonable commercial endeavors to deliver the most recent data to the Client (in industry-standard formats such as CSV, Excel, or structured data archives) within thirty (30) days of receipt of such request, provided that the Client has paid all fees and charges outstanding at and resulting from termination. The Client shall pay all reasonable expenses incurred by RUDRAM SOFTECH in returning or delivering said Client Data;
SaaS Database Purging: Following successful delivery of the data or thirty (30) days post-termination (whichever occurs first), RUDRAM SOFTECH shall securely purge and delete Client tenant databases from production servers in accordance with Section 8(7) of the DPDP Act, subject to statutory financial audit and tax retention obligations under Indian law;
The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

15. TERMINATION CERTIFICATE

In the event of termination, you will immediately discontinue use of the SOFTWARE PRODUCT. Within one (1) month after termination of this Agreement, You will furnish to RUDRAM SOFTECH a certificate which certifies with respect to each of the SOFTWARE PRODUCT that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the SOFTWARE PRODUCT have been destroyed or access credentials completely revoked.

16. MAINTENANCE SUPPORT (SAAS AVAILABILITY)

Licenser will provide to you the following support with respect to the SOFTWARE PRODUCT:

If during the first thirty (30) days of this Agreement, you notify Licenser of a substantial program error respecting the SOFTWARE PRODUCT, or Licenser has reason to believe that error exists in the SOFTWARE PRODUCT and so notifies you, Licenser shall at its expense verify and attempt to correct such error within seven (7) working days after the date of notification. If you are not satisfied with the correction, then you may terminate this Agreement, but without refund of any amount paid to Licenser or release of any amounts due Licenser at the time of termination.
In the case that you have technical questions in the use of the SOFTWARE PRODUCT during the first thirty (30) days of this Agreement, You may submit those questions to Licenser. Licenser shall provide consulting to answer such questions without charge to you within seven (7) working days.
Licenser may provide you with additional support services related to the SOFTWARE PRODUCT ("Support Services"). Any supplemental software code, patches, or cloud updates provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this Agreement.

17. WARRANTY DISCLAIMER

You clearly accept, agree, and acknowledge that the SOFTWARE PRODUCT is licensed to you on an "as is" and "as available" basis. RUDRAM SOFTECH provides no warranties as to the function or use of the software product, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. The entire risk as to the quality, selection, and performance of the software product is with you. Licenser does not warrant that the functions contained in the software product will meet your requirements, that operations will be uninterrupted or error-free, or that third-party APIs (Zoom, Teams, WhatsApp, AWS) will remain unvaried.

In no event will the Licensor be liable to you for any damages, including any process interruptions, lost profits, lost savings, loss of data, loss of employee productivity, or any indirect, special, incidental, or consequential damages arising out of the use of or inability to use such SOFTWARE PRODUCT, even if the Licensor has been advised of the possibility of such damages. Nothing in this Agreement limits liability for fraudulent misrepresentation.

The Licensor shall not be liable to provide any support if the SOFTWARE PRODUCT fails to operate in accordance with the said specifications as a result of any modification, variation, or addition to the SOFTWARE PRODUCT not performed by the Licensor or caused by any abuse, corruption, or incorrect use of the SOFTWARE PRODUCT, including use of the SOFTWARE PRODUCT with equipment or other software which is incompatible. Product specifications for compatibility purposes as listed at the end of this agreement in Annexure-B shall be referred properly and thoroughly before using the SOFTWARE PRODUCT.

18. PATENT, COPYRIGHT & PROPRIETARY INDEMNITY

You agree and acknowledge that RUDRAM SOFTECH shall never defend at its own expense any action brought against you to the extent it is based on a claim that the SOFTWARE PRODUCT used within the scope of the license granted hereunder infringes any patent, copyright, or any other proprietary right of a third party resulting from your unauthorized modifications or third-party data combinations. You agree and acknowledge that RUDRAM SOFTECH shall not pay any costs, damages, or attorney fees finally awarded against you in such action which are attributable to such claim in any case.

In the event that a SOFTWARE PRODUCT becomes, or in RUDRAM SOFTECH's opinion is likely to become, the subject of a claim of infringement of patent, copyright, or trade secret, RUDRAM SOFTECH may at its option either secure your right to continue using the SOFTWARE PRODUCT, replace or modify the SOFTWARE PRODUCT to make them non-infringing, or provide You with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis.

Further, RUDRAM SOFTECH shall have no liability for any claim of patent, copyright, or trade secret infringement based on the use of a SOFTWARE PRODUCT in any form other than the original, unmodified SaaS form provided to You or the use of a combination of the SOFTWARE PRODUCT with hardware, software, or data not supplied by RUDRAM SOFTECH where the used SOFTWARE PRODUCT alone in its original, unmodified form would not constitute an infringement.

The foregoing states your entire remedy and RUDRAM SOFTECH's entire liability for infringement or claims of infringement of patents, copyrights, other intellectual property rights, or any other rights.

19. LIMITATION OF LIABILITY

RUDRAM SOFTECH's liability to you under any provisions of this agreement for damages finally awarded shall be limited to the amounts actually paid hereunder by you to RUDRAM SOFTECH during the twelve (12) months preceding the claim. In no event shall RUDRAM SOFTECH be liable for indirect, incidental, special, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.

20. NOTICES

All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first-class mail or personally delivered at the address set forth on the front page, or via electronic mail to info@rudramsoftech.com. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party, upon confirmed email transmission, or five (5) days after proper deposit in a mailbox.

21. SUCCESSORS

This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors, and permitted assigns except as otherwise provided herein.

22. SEVERABILITY

In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

23. DISPUTE RESOLUTION

Mediation and Arbitration:

All disputes and differences between both the parties hereto arising out of or relating to this Agreement, including construction, validity, and performance thereof, shall be referred to mediation of the Chief Executive Officers of both Parties (hereinafter called the “Mediators”) for resolving the same within a period of thirty (30) Business Days from the date of such reference. The decision of the Mediators shall be final and binding on both Parties to this Agreement. However, the mediation and arbitration clause shall not apply in case of any cybercrimes or deliberate violations mentioned in the license restriction Section 7.

In the event that any dispute arising in connection with this Agreement cannot be settled mutually through mediation as stated above, the subject matter of dispute shall be submitted to one (1) arbitrator to be mutually decided by the Parties. If the Parties cannot agree upon a single arbitrator, there shall be three (3) arbitrators: one (1) appointed by each Party and a third selected by the two (2) arbitrators so appointed. All pertinent evidence on the subject matter in dispute shall be made available to the arbitrator or arbitrators and each Party shall have the right to present both orally and in writing its arguments and views on the dispute.

The decision of the arbitrator or the majority of the arbitrators, as the case may be, shall be rendered in writing and shall be binding upon the Parties. The costs, charges, and expenses of the arbitration shall be payable in terms of the award of the sole arbitrator or arbitrators. The venue of the Arbitration shall be Ahmedabad, Gujarat, and the proceedings shall be conducted according to the Arbitration and Conciliation Act, 1996. All proceedings in any such arbitration shall be conducted in English.

24. PUBLICITY

Licensor Reference Use: The Client agrees that RUDRAM SOFTECH may use the Client’s name, institutional trade name, and logo in its customer listings, website showcase, and marketing collateral solely to reference that the Client is an active user of the EduSec SaaS application.
Client Restriction: The Client agrees that it shall not use the name, brand, or trademarks of RUDRAM SOFTECH in any promotional press release or marketing announcement without the prior written consent of RUDRAM SOFTECH.

25. GOVERNING LAW / FORUM

This Agreement shall be governed and interpreted by the laws of India (including the Information Technology Act, 2000, and the Digital Personal Data Protection Act). Ahmedabad city of Gujarat state shall be the exclusive venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.

26. NON-ASSIGNMENT

This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by you without the prior written consent of RUDRAM SOFTECH.

27. FORCE MAJEURE

If the whole or any part of the performance by either Party of their respective obligations hereunder is prevented or delayed by causes, circumstances, or events beyond the control of such Party (for example transportation disruptions, strikes, labor troubles, electrical failures, floods, fires, accidents, earthquakes, riots, explosions, wars, hostilities, acts of government, regulatory shutdowns, custom barriers, or other causes of like character beyond the control of such Party), then to the extent that such Party shall be prevented or delayed from performing all or any part of its obligations hereunder, by reason thereof despite due diligence and reasonable efforts to do so notwithstanding such causes, circumstances or events, such Party shall be excused from performance hereunder for so long as such causes, circumstances, or events shall continue to prevent or delay such performance.

28. GENERAL PROVISIONS

Audit Rights: You agree and acknowledge that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit and inspect user count metrics, transaction logs, and computer configurations on which the SaaS SOFTWARE PRODUCT is accessed in order to verify compliance with this subscription license upon at least five (5) business days' prior notice.
Refund in Case of Closure of Business: RUDRAM SOFTECH clearly agrees and acknowledges to provide a pro-rata refund for unused subscription periods in the extraordinary event of its permanent closure of business activities.
Headings: The Clause headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
Representations & Authority: Each of the parties represents, warrants, and undertakes that it is duly organized and validly existing under the laws of jurisdiction in which it is established. Further, it has the requisite power and authority to execute, deliver, and perform this agreement and that this agreement has been duly authorized. The person executing this agreement is duly authorized to execute the agreement for and on behalf of the respective party.
Account Credentials: To access the SaaS service, you must complete the onboarding process by providing current, complete, and accurate information. You will protect your administrative accounts and take full responsibility for your own, and authorized third-party, use of your accounts. You are solely responsible for all activities that occur under your institutional user accounts and must notify us immediately upon learning of any unauthorized access or security incident.
Entire Agreement: This Agreement constitutes the complete and exclusive statement of the Agreement between the Licensor and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings, and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
Waiver: Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party's rights nor in any way affect the validity of the whole or part of this Agreement.
Communication: RUDRAM SOFTECH reserves the right to contact you from time to time for feedback about the Services or service and support-related issues via email, SMS, text, or portal notifications. You consent that any feedback regarding the Services, except as otherwise provided in our Privacy Policy, can be used by us for product enhancement and platform ratings.
Additional Information Given on Site: Our site may contain information, advice, text, and links to other websites ("Additional Information") provided for convenience. RUDRAM SOFTECH makes no representations or warranties as to the completeness, accuracy, adequacy, or reliability of any third-party Additional Information.
Privacy Policy & Security Alignment: It is compulsory to refer to and agree with our Privacy Policy. We declare that we have implemented reasonable security practices over your personal and institutional data, including technical, operational, managerial, and cryptographic controls (TLS/SSL, bcrypt hashing, RBAC).
Obligations While Using SaaS SOFTWARE PRODUCT: You agree that:

You shall not use this software product for any purpose that is unlawful or illegal under Indian law.
You shall not try to penetrate the software product and will not implant any virus, Trojan, worm, contaminant, spyware, malware, spam, bots, logic bomb, time bomb, key-loggers, or execute any automated tool like DoS or DDoS attacks.
You understand, agree, and acknowledge that you may be held responsible for criminal, fraudulent, and injurious activities under criminal sections 65, 66, 66B, 84B, 84C, and 85 of the Indian Information Technology Act, 2000.
You agree that you may be held responsible under Section 43 and Section 45 of the Indian Information Technology Act, 2000 for compensating against damages causing business losses, outage overheads, and repair costs.
You also agree that your inability to access our services or temporary suspension of your rights due to non-payment of subscription dues shall not be interpreted as unauthorized access, denial of service, or any type of computer-related offense under the I.T. Act, 2000.

Non-Poaching: Both parties agree and acknowledge that while this Agreement is in force and for a period of twelve (12) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other's officers, developers, employees, or third-party contractors associated with this Agreement without prior written consent.
Consent & Good Faith: The contracting parties give their consent freely, legally, and voluntarily. Under this agreement, the actions of both parties shall be deemed as actions in good faith (bona fide) unless there is evidence to the contrary.
Appropriation of Payments: In the case of default on payment on more than two occasions, subsequent payments shall be regarded as payment towards the fulfillment of the earliest outstanding invoice.
Injunction: You agree that breach of IPR, confidentiality, or license restrictions will cause irreparable injury for which monetary damages alone would be inadequate, entitling RUDRAM SOFTECH to seek injunctive relief without proving actual damage.
Confidentiality: Both parties undertake to keep confidential all technical, commercial, and student/staff data received as a result of entering into this agreement.
Taxes: You agree that subscription fees are exclusive of applicable Indian Goods and Services Tax (GST). You will indemnify and hold us harmless from any tax liabilities, assessments, penalties, or fines assessed on transactions which are legally the Client's primary obligation.
Survival: Provisions which by their nature survive termination (including Intellectual Property, Indemnities, Confidentiality, Dispute Resolution, and DPDPA Liabilities) shall bind the parties following expiration or termination.
Language: All notices given under this agreement shall be in English.

ANNEXURE-A: SUBSCRIPTION FEES & PAYMENT TERMS

Software as a Service (SaaS) Cloud Delivery: EduSec is delivered strictly as a cloud-hosted SaaS application.
User Unit Definition: One user license is defined as one active student profile, one teacher profile, or one employee/staff profile managed within the application.
Billing Cycle: Subscription fees are collected annually in advance at the beginning of each subscription year.
Onboarding & Support: In the initial thirty (30) days, standard technical support, system configuration guidance, and administrative training are provided at no additional charge.
Consumption Add-Ons: Third-party gateway consumptions (including Meta WhatsApp Business API conversation charges, outbound transactional SMS credits, and expanded cloud storage) shall be billed separately based on actual usage tiers.

ANNEXURE-B: PRODUCT SPECIFICATIONS & MINIMUM COMPATIBILITY

EduSec SaaS application is accessed via modern web browsers and mobile interfaces compatible with the following environments:

Operating Systems: Microsoft Windows, Linux (Ubuntu, Debian, CentOS), macOS, Android, and iOS.
Web Browsers: Google Chrome, Mozilla Firefox, Apple Safari, Microsoft Edge, and Opera (latest updated versions).
Connectivity Requirements: Stable high-speed broadband internet connectivity is required for real-time cloud data synchronization, video conferencing streaming, and transactional notification routing.

Click here to see the Previous Customer Agreement.

CUSTOMER AGREEMENT & SOFTWARE AS A SERVICE (SAAS) LICENSE AGREEMENT