UNDERTAKING FOR THE WADHWANI ENTREPRENEUR PROGRAM

This LETTER OF UNDERTAKING (“Undertaking”) is made by:

A company registered under the laws of the country where it is incorporated, (hereinafter referred to as “Entrepreneur”which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), in favour of:

Wadhwani Operating Foundation, a California nonprofit public benefit corporation, with offices at Four Main Street, Suite 210, Los Altos, CA 94022, hereinafter referred to as “WOF” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns).

WHEREAS,

1. The Entrepreneur shall mean the any entity or natural person that executes this Undertaking and is onboarded on to learning tool which may include start up founder, aspiring student entrepreneur, aspiring professional entrepreneur that registers for any one of the various programs offered by it (“Program”) to avail the benefits of various services, knowledge resourse and/or mentoring, offered by WOF and its partners through the Program.
2. The Program has been developed with the objective to inspire, support and improve the success of Entrepreneur needing help to initiate, survive, stabilize and grow. It allows access:

• to online and offline connects to one or more resources such as faculty, coaches, subject matter experts, business mentors and service providers, collectively called “Consultants”;
• to structured course material, knowledge resources, tools and other content via mobile or web-based application(s); and
• to an expert helpdesk.

NOW, THEREFORE, the Entrepreneur hereby understands and undertakes that:

1. Through the Program, the Entrepreneur may elect to engage with one or more Consultants on a pro-bono or paid basis depending on the specific nature of the engagement and such engagement shall be on a principal to principal basis without WOF being a party to it.
2. If the Entrepreneur chooses to engage directly with Consultants and the Consultants accepts such engagement then such engagement shall be at arm’s length, takes place outside the Program and this Undertaking, and the parties to such engagement shall mutually agree to the terms and conditions of such engagement, including whether such engagement, between the Consultants and the Entrepreneur, is pro bono or paid for. WOF, (including its sponsors, funding entities, settlors, mentors, affiliates, licensors, agents and representatives) shall in no way be associated or held liable for, or in relation to, any engagement between the Entrepreneur and the Consultants.
3. WOF may in certain instances opt to subsidize the consultant fees up to 80% or USD 5,000 which ever is lower, which may be paid directly to the consultant or reimbursed to the entrepreneur.
4. All information, Program materials (including documents, presentations etc.), advice, suggestions, recommendations, internal communications, that the Entrepreneur may receive, is granted access to, or comes to its knowledge, as part of the Program (collectively referred to as “Material”), is provided to the Entrepreneur for consumption by the Entrepreneur and its employees, officers, directors or representative. The Entrepreneur shall not share it with any third parties.
5. Subject to the other terms and conditions for availing of the Program and the Material, copyright in all Materials, features and functionality, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, “Content”) is the exclusive property of WOF, and/or its licensors. The Content shall not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, without the prior written permission of WOF. All rights not expressly granted are hereby reserved.
6. The Entrepreneur undertakes to share information that may be requested through the Program forthe purpose of the Program and for accessing the effectiveness of the Program on its business activities.
7. In consideration of the mentorship and guidance provided through the Program, the Entrepreneur undertakes to ensure that sufficient time and effort is devoted   as requested by WOF for being a subject in the studies, surveys and cases being authored by WOF and also participate in video/mails/interviews/podcasts or any social media campaign during the interactions with WOF for building a repository of learning resources. With regard to the above, the Entrepreneur grants to WOF, the absolute right and permission to photograph, film and record (in any medium) the Entrepreneur’s and its personnel’s and promoter’s name, likeness, or image, including the right to use the same worldwide in any and all media, whether now known or hereafter devised, in whole or in part, in perpetuity, for any lawful purpose whatsoever without restriction. The Entrepreneur also grants to WOF a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, and publicly display the foregoing content in any and all media, in any locale, in perpetuity, for any purpose whatsoever. The above right shall not be subject to any reversion due to desuetude or efflux of time.
8. The Entrepreneur shall provide constructive feedback on Net Promoter Score related surveys conducted by WOF.
9. The Program, including all Content, is provided “as is” and “as available”, without any warranties of any kind. To the fullest extent permissible under applicable law, WOF (including its affiliates, licensors, agents and representatives) disclaims all warranties, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limitation, WOF does not represent or warrant that: (a) the Content is correct, accurate or reliable; (b) the functions available via the Program shall be uninterrupted or error-free; (c) defects shall be corrected, or that the software applications or the server that makes it available is free of viruses or other harmful components; or (d) the Program will enable the achievement of any results. The Entrepreneur hereby acknowledges that use of the Program is at the Entrepreneur’s sole risk. The provision of the Program and Content to the Entrepreneur by WOF (including its employees, affiliates, or licensors or employees thereof) shall in no event be deemed to constitute sale of any products/services, as the same are being provided pro bono and for facilitation of Entrepreneur’s business, and as such the provisions of the consumer protection shall not be applicable.
10. The Entrepreneur agrees and acknowledges that under no circumstances shall WOF or any of its affiliates, licensors, officers, trustees, beneficiaries, agents, consultants, sponsors, , managers, mentors, representatives, or any of the Consultants be liable for any claims/losses that directly or indirectly result from the use of the Program, Content, or Material. The Entrepreneur shall protect, reimburse, and hold harmless the above persons in relation to such claims/losses.
11. This Undertaking shall be effective from the date of on-boarding of Entrepreneur for the Program and shall be governed and interpreted pursuant to the laws of United States of America. The Entrepreneur expressly agrees that exclusive jurisdiction to decide disputes under this Undertaking vests in the courts of Santa Clara, California. If any part of Undertaking is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.