END USER LICENSE AGREEMENT
This End User License Agreement (hereinafter referred to as “Agreement”) is a contract between the user of the software (hereinafter referred to as “you”) and Seshaasai Business Forms Private Limited (hereinafter referred to as the “Licensor), a company registered under the Companies Act, 1956, and whose principal place of business is situated at 9/ Lalwani Industrial Estate, 14/ Katrak Road, Wadala (W), Mumbai- 400031.
When you download, install, copy, access or use this Software, there is a presumption of your consent to the terms and conditions of this Agreement. If you are accepting these terms on behalf of another person or legal entity, then you represent and warrant that you have complete authority to bind that person or legal entity with your acceptance to the terms and conditions. The Licensor is willing to license this Software only on the condition that you accept all the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions, then you shall not be permitted to use the services or Software of the Licensor.
In this Agreement,
The Licensor hereby grants to you a non-exclusive right to use the Software. This right shall not, either wholly or partially, be transferable. Further, the grant of such right is subject to the terms and conditions of this Agreement. It is essential that terms and conditions of this license are complied. Non-compliance of this Agreement shall result in material breach of this Agreement and shall entitle the Licensor to initiate necessary legal recourse against the defaulter.
The license granted hereinunder shall be solely for your business purpose and such other purpose as has been permitted under this Agreement. By entering into this Agreement, you understand that the usage of the Software shall not be used for any illegal or fraudulent activity. In the event of any breach of the above stated condition, you shall solely be responsible for any action that may arise out of your use of the Software and the Licensor takes no responsibility towards such engagement. Further, if the Licensor incurs any loss any result of any claim, action or suit, as a result of your illegal or fraudulent use of the Software, you agree to indemnify the Licensor from any and all losses that he may have incurred as the result of such claim, action or suit.
NUMBER OF USERS: The number of users of license shall dependent upon the version that is subscribed for, permitted users as may be prescribed by the Licensor, by paying the required license fee. If your purchases support multiple users, then the total number of users shall not exceed the product entitlement.
DURATION: The term of use of Software shall be limited to the subscription plan, for which license fee is paid.
RESTRICTION ON THE USE: The Software shall not be used to provide services to any third party and shall limit to the use of your business purpose alone. You accept and acknowledge that you are prohibited from selling, leasing, renting, sub-leasing, assigning, publishing, creating, reverse engineering, copying, creating any encumbrance or in any other way deal with the license that would undermine the purpose of grant of license.
COPIES: You are prohibited by this Agreement from making any copies or reproducing the Software either directly or indirectly or through a third party.
SUBSIDARY: By virtue of this Agreement you may be granted access for use of the Software to your subsidiary, so long as it legally qualifies as your subsidiary and the use has a direct relation to the purpose for which the license has been granted hereinunder. You agree that your subsidiary, as the case may be, shall also be obligated to comply by the terms and conditions of this Agreement. Further, you are entrusted with responsibility of ensuring that the subsidiary complies with all the terms and conditions of this Agreement. In the event of any breach in terms and conditions of this Agreement, by the subsidiary, you agree to be liable for the same.
OBLIGATION: You are under an obligation to ensure that:
CONFIDENTIAL INFORMATION: The use of Software may result in you having access to Confidential information about the Software. The Confidential information with respect to the Software shall solely belong to the Licensor. You shall exercise utmost caution to maintain the confidentiality of the information disclosed to you and thereby respect the Licensor’s right. You shall (other than during the proper course of use of the Software under this Agreement), either during the course of this Agreement or at any time thereafter, (unless authorized to do so by the Licensor in writing) directly or indirectly use any Confidential information for your own benefit or the benefit of any third party or disclose or permit such disclosure or unauthorized publication of any Confidential information. In view of the same, you shall not make any such disclosure that would in any way breach this confidentiality clause, unless it satisfies any of the following criteria;
DISCLOSURE TO EMPLOYEES: When any Confidential information is disclosed to any employee and other personnel on a need to know basis, you are obligated to ensure and inform such persons of the confidentiality clause and acquire a written undertaking is signed by that person agreeing to comply with confidentiality clause (“Non- Disclosure Agreement”).
PERFORMANCE: The Licensor makes no implicit or explicit representations or warranties with respect to the registrability, validity, enforceability of the Software and you accept the same on an ‘As Is’ basis. The Licensor is under no obligation to indemnify, defend you with respect to any claims, damages arising out of your use of such Software.
OBLIGATION: The Licensor shall be notified of any defect, deficiency or malfunctioning affecting the efficiency in performance of the Software. The Licensor would take reasonable endeavours to correct such material error.
NO LIABILITY OF OBLIGATION: If you cause any wilful damage to the Software or have been negligent in its use or where the Software has not been maintained in accordance with the instruction, or where the Software has not been used as per configuration or the material error in the performance as a result of any circumstance that has no direct correlation to the Licensor’s obligation of ensuring efficiency, the Licensor shall have no obligation to correct the material error.
CHARGES OF INVESTIGATION: Where any defect in the license is found to have been a result which has no correlation to Licensor’s default then the Licensor reserves the right to charge you cost for carrying out the investigation.
All rights, titles and licenses over Software, source code, documentation (if any), designs, user interface and related materials arising out of or in connection with this Agreement including services provided by the Licensor shall solely belong to the Licensor. You nor any of your representatives, associates, employees, agents or sub-contractors shall use, publish, distribute sell or offer for sell any of the intellectual property belonging to the Licensor. On the expiry or termination of this Agreement, you shall stop using and return any and all material over which the intellectual or proprietary rights are held by the Licensor. Any further use shall entitle the Licensor to initiate necessary actions against you.
The Licensor shall be the sole owner of any and all enhancements, variations and versions of the Software source code, documentation, designs, user interface and related materials.
The termination of license takes place at the option of either of the party, if the other party is in material breach of duty, or the other party has become insolvent or is unable pay its debts. The Licensor may additionally terminate the Agreement if you have defaulted in making payment towards the license fee. In the event of exercise of right by any party to terminate the Agreement, the party which exercises the right has to give a written notice to the other party. Further, the other party must be given a reasonable opportunity to clarify its stand. The fact of termination operates within 7 days of having given a notice.
Any dispute arising between you and the Licensor shall be governed by laws prevailing in India and the Courts in India (“Mumbai”) shall have exclusive jurisdiction over such matters. Any dispute or differences arising out of or in connection with this Agreement shall be determined by an Arbitrator agreed and appointed by the Parties. The seat for Arbitration shall be Mumbai and such an Arbitration proceeding shall take place in English. The Arbitration proceedings shall be governed by the Arbitration and Conciliation Act 1996.