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.  

 

1. DEFINITION AND CONSTRUCTION

 

• Definition
  • Associate shall mean an associate company as defined under Section 2(6) of the Companies Act, 2013.
  • Confidential information shall mean any trade secret or other information belonging to the Company, which is deemed confidential or commercially sensitive by the Company and which is not in the public domain. Confidential information shall include (without limitation) proprietary information relating to the development, utility, operation, general or specific data, functionality, performance, cost, know-how, details of present and proposed businesses, formulas, ideas, strategies, techniques, policy, data related to employees, present or proposed vendors/customers, information regarding research and development, unpublished financial statements, budgets and other financial details, computer programming techniques, methodologies and related technical information, business or marketing plans, forecasts, licenses, prices or lists, quotes, bids, controls, operating procedures, organisation responsibilities, marketing matters and any policies or procedures, software programs and files, operating manuals, user manuals documentation, source code and any and all related information.
  • Defect shall mean any deficiency, malfunctioning or material error affecting the performance of the Software.
  • Encumbrance shall mean creating any hindrance in the free transfer or movement of the goods, property or service.
  • Software shall mean and refer to GenieBooks software.
  • Subsidiary shall mean a subsidiary company as defined under Section 2 (87) of the Companies Act, 2013 and includes associate company.

 

• Construction

In this Agreement,

• Unless the contract otherwise specifies, the singular includes plural and vice – versa.
• Words which imply reference to a particular gender shall include all gender.
• Terms and conditions not defined in this Agreement shall be assigned such meaning and will be understood in such context with conforms to trade usage and common knowledge.
• Right to use the Software includes to download or install or access the software, either on online or offline mode, and to access all the services that entails upon downloading or installing software in either mode.

 

2. GRANT OF LICENSE

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.

3. PURPOSE OF GRANT OF LICENSE

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. 

4. USE OF LICENSE

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:

1. to make timely payments of the license fee applicable to you.
2. not use the Software either directly or indirectly, without registering/ creating a user account.

• You make no attempt to interfere with the Software, host or network, including without limitation, via means of submitting any virus or malware, overloading, "flooding", "mail bombing" or "crashing";

1. adequate security measures are placed to prevent unauthorised access, use and disclosure of the Software.
2. there is no tampering, modification, adaptation, reverse engineering of the Software.
3. no performance or benchmark related test is conducted on the Software

• the Software is not merged with any other software.
• there is no attempt made at deriving the source code of the Software.

1. you have in place necessary and compatible infrastructure to use the Software. The Licensor shall not be liable for any interrupted use of the Software that can be attributed to non-compliance of this clause.

 

5. CONFIDENTIAL INFORMATION

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;

• such information was already existing in the public domain prior to this Agreement.
• You can prove that such information was known to it prior to this Agreement.
• The Confidential information was made available in the public domain due to no fault of you.
• Such Confidential information was disclosed in compliance with any judgment or order of a competent court or in accordance with any law for the time being in force or due to an order by any governmental authority.

 

        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”).

6. ACKNOWLEGMENT, DISCLAIMER ETC.

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.

 

7. INTELLECTUAL PROPERTY

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.

 

8. PRIVACY

The Privacy Policy governs the manner in which your personal information may be dealt with by the Licensor. The Privacy Policy is an essential document and has to be read and understood along with this Agreement.

9. TERMINATION

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.

10. GOVERNING LAWS

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.