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.