1.1 Grant of License: Subject to the terms and conditions set forth in this Agreement and for the Term thereof and in consideration of Licensee’s agreement to make payments hereunder, the Licensor hereby grants License and Licensee hereby accepts a non-exclusive, worldwide, limited, restricted, non-transferable right, non-exclusive license to use the App on the devices. The Licensee may use this App for the specific official use only, use the results of the App and document it for the official usage. Licensor hereby grants Licensee the right to use the Documentation, subject to the terms of Confidentiality as provided hereunder.
1.2 Ownership of Product: Upon payment of the consideration payable in terms hereunder, the Licensee will have all the right and interest to use the application. The information/result/outcome from the app will totally belong to his official usage and even not belong to licensor, but this does not include the ownership of copyright in the Product, Documentation and other materials, delivered and supplied by the Licensor in terms hereunder. The Licensor shall provide the Licensee upon request, with all the assistance reasonably required to perfect such right, title and interest, including executing such further documents for the purpose.
2.1 Licensee shall pay Licensor the license fees for providing the Products as specified in Schedule A and the payments shall be made within 30 (Thirty) days following the Licensee’s receipt of invoice from the Licensor.
2.2 The Licensee shall not be responsible for any sales, service, use, value added, or any other taxes whatsoever due and/or payable, directly or indirectly, as presently levied or which in the future may be leviable under any statute (State or Central) or any future modification or re-enactment thereof, in relation to the payments made under this Agreement.
The Licensor shall provide to the Licensee, for no additional charge, assistance and training with respect to the application as and when requested by the Licensee. Initial training to use the application shall be conducted by qualified personnel only of the licensor. For a period of (12) twelve months after the date of this Agreement, the Licensor agrees to provide such services to the application, after 12 months the application will seize its operation immediately. All expenses incurred by the Licensor and the travel and other expenses incurred by the Licensee, in connection with such training and educational services have to be borne by the respective parties and will not be reimbursed by the other party.
The Parties shall keep such records relating to their respective transactions under this Agreement, as are necessary to determine whether applicable fees have been paid in accordance with this Agreement. Such records shall be available at their place of keeping for audit by either parties or their designated representative during business hours. The Party or its designated representative shall have the right to make and keep such copies of the records as it may deem necessary and appropriate in the conduct of such audit, but shall keep such information confidential except pursuant to enforcement of rights hereunder.
The parties acknowledge that during the term of this Agreement and for a period of one (1) year thereafter, neither Party will directly or indirectly, offer employment to, or engage the services of the employees/consultants of the other, directly or indirectly, except by prior written consent of the other.
The Parties acknowledge that, in the course of performing their obligations under this Agreement, they will have access to confidential information of the other party, including the contents of this Agreement, the private affairs, trade secrets, technology, know-how, or any proprietary information of the other Party, or their clients/customers generally. During the term of this agreement each party will maintain the confidentiality of such information of the other party. Parties shall not either during the term of this agreement or at any time thereafter use, for its own purposes any confidential information or knowledge of the other party that it may acquire in the course of performing its obligations under this Agreement.
a. Except as expressly set out in this agreement or as permitted by any local law, the licensee agree: Not to copy the App or Documents except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
a. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App or Documents;
b. not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
c. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that, such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the App with another software program(if necessary);
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software that is substantially similar to the App;
(iv) to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App;
(v) to include our copyright notice on all entire and partial copies you make of the App on any medium;
d. not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from licensor; and
e. to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service (Technology),
The licensee must
a. Not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
b. Not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service(to the extent that such use is not licensed by this agreement);
c. not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
d. not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
e. not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
The licensor must not use
a. any information of the licensee for their personal usage, give it any customer or any other third party without the permission of the licensee.
b. Not use the outcome of app for any sorts of marketing strategy, market analysis, subject analysis either professionally or for personally. The information should not be used for any subjective or objective matter.
c. Not disclose the core business issues the licensee.
d. Protect the company’s interest with high reputation.
e. Should not use the information of the licensee in any ways to damage the licensee company
10.1 Parties hereby acknowledge that the ownership of such of the Products and/or any modification of the Products or a derivative of the Products, shall be with the licensor only. Further, in case of Intellectual Property Rights of third parties(i.e., who ever have installed the applications), the Party responsible for disclosing and sharing such rights of the third party with the other Party, shall inform the other Party about the same, including any restrictions as to the use of such Intellectual Property Rights, if not the licensee would be held totally responsible.
10.2 All products/services created as a result of any agreement between the Parties herein either by the Licensor or the Licensee either individually or by way of a joint effort, shall be deemed to be products/services made for the Licensee and shall belong exclusively to the Licensor and the Licensee shall not be entitled to claim any proprietary right, title or interest in respect of the same in any manner.
10.3 No license or right is granted to the Licensee either expressly or by implication or otherwise, to publish, reproduce, prepare derivative work based upon, distribute copies of publicly display, perform or otherwise exploit any such production either during or after the term of this Agreement.
10.4 Both the parties of this agreement agree each other to support the information shared upon with high respect without letting out to any one as such
11.1 The licensee expressly acknowledge and agree that use of the App and any Documents and Services provided is at its sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with licensee only.
11.2 To the maximum extent permitted by applicable law, the App and Documents and Services are provided "as is" and “as available”, with all faults and without warranty of any kind, and licensor hereby disclaim all warranties and conditions with respect to the App, Documents and Services, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. We do not warrant against interference with your enjoyment of the App or Documents, that the functions contained in the App or Services will meet your requirements, that the operation of the App or Services will be uninterrupted or error-free, or that defects in the App or Services will be corrected. Oral or written information or advice given by licensor or our authorised representative shall create a warranty on basis of the inspection and examining the issues. Should the App or Services prove defective, you assume the entire cost of all necessary servicing, repair or correction.
11.4 THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND EXCEPT AS HEREIN STATED, THE LICENSEE SHALL NOT BE LIABLE FOR ANY DAMAGES OR FOR ANY OTHER OBLIGATION OR LIABILITY ON ACCOUNT OF THE PRODUCTS COVERED BY THIS AGREEMENT. THE LICENSOR ACKNOWLEDGES THE LICENSEE IS EXECUTING THIS AGREEMENT SOLELY ON THE BASIS OF THE COMMITMENTS OF THE LICENSOR EXPRESSLY SET FORTH IN THIS AGREEMENT. NO AGENT OR OTHER PARTY IS AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF THE LICENSEE, OR TO ASSUME FOR THE LICENSEE ANY OTHER LIABILITY IN CONNECTION WITH THIS AGREEMENT. THE LICENSEE’S LIABILITY UNDER ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED A SUM OF RUPEES, WHICH WOULD NOT EXCEED BEYOND THIS AGREEMENTAL VALUE(AS STATED IN SCHEDULE A). EITHER PARTY SHALL NOT BE LIABLE FOR LOST PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.1 TERM AND RENEWAL : This Agreement shall commence on the Effective Date and, unless modified by mutual agreement of the Parties or earlier termination as provided herein, shall continue for a period of twelve (12) months. Unless specifically terminated as provided herein, the term of this Agreement shall automatically extend for further periods of 12 (Twelve) months on each occasion.
12.2 TERMINATION : This Agreement may be terminated for convenience by Licensee upon giving the Licensor thirty (30) days prior written notice. However, both the Parties shall have a right to terminate if either Party :
i. breaches any material term hereof and the breaching Party fails to cure the material breach within thirty (30) days of the receipt of notice from the non-breaching Party, then this Agreement shall terminate forthwith upon the expiry of the cure period;
ii. becomes bankrupt or insolvent or goes into liquidation; and
iii. by mutual consent decide to terminate the Agreement.
12.3 Neither party shall be liable, by reasons of any termination of this Agreement, for compensation, reimbursement or damages on account of the loss of prospective profits on anticipated orders or on account of expenditures, investments, leases or commitments whatsoever in connection with the business or goodwill of the other party.