This AGREEMENT is made effective on the date of the purchase of the software between InSync Tech Fin Solutions Ltd., having its registered office at DGK 912, DLF Galleria, Action Area IB, New Town, Kolkata – 700156, West Bengal, India; CIN: U67120WB1991PLC050740 (hereinafter referred to as “Licensor”/ InSync and shall include all its successors, acquirers, legal representatives, administrators etc.), and the purchaser of the software product B2BeCONNECT (hereinafter referred to as “Licensee” and shall include all its heir, successors, acquirers, legal representatives, administrators etc.). Licensor has developed the software product B2BeCONNECT extension. It enables B2B features in the purchaser’s Magento store and helps the purchaser deliver remarkable ecommerce experience to their customers; for full product description please visit B2BeCONNECT For Magento Brochure . Licensee wishes to obtain a perpetual, personal, non-assignable and non-exclusive license to use the InSync software product license of B2BeCONNECT, and Licensor hereby grants the license, to allow use of the software so purchased in developing the e-commerce business website/ mobile app of the Licensee, subject to the terms and conditions set forth as follows:
- Definitions: “Derivative Works” are any improvements, revisions, modifications, translation, abridgment, condensation, expansion, or any other form based on source code/ works/software developed byInSync or any of its agents and/or any part thereof and/ or any improvements, revisions, modifications, translation, abridgment, condensation, expansion, or any other form in which InSync product may be recast, transformed, or adapted.
- “Documentation” is all written material/ user manuals/ videos/ demos documented and published over any medium, relating to the Insync product, including technical specifications and instructions for its use.
- IP Right Ownership
All intellectual property rights in the B2BeCONNECT Source Code, Software Modifications and modifications, adaptations, improvements, correction patches, all existing and future derivative works are InSync property and shall remain InSync property as will be developed in future.
(i)Licensee shall pay to Licensor the amount as mentioned on the website (please insert weblink of product page), as a one-time, non-refundable fee in consideration for the license granted hereunder (hereinafter referred to as the “License Fee”). The License Fee to be paid by Licensee at the time of placing the order, to use the software “as it is basis”, on being fully satisfied by the product and its utility through required demonstration provided by InSync.
- Representations and Warranties.
Licensor warrants that, at the time of purchase of the Software:
i. Licensor represents and warrants that it is the developer and exclusive owner of the software product B2BeCONNECT, free and clear of all liens, claims and encumbrances of any nature whatsoever. Licensor’s grant of license and rights to Licensee hereunder does not, and will not infringe any third party’s property, intellectual property or personal rights.
ii. Further, the Licensor shall indemnify the Licensee against any third-party claims regarding IP rights violation on B2BeCONNECT.
iii. Software add-ons, upgrade patches, customizations as may be developed, by team InSync and if purchased by the Licensee from the Licensor, shall not materially diminish the initial features provided under B2BeCONNECT.
iv.Further, if the licensee modifies or uses or changes the sources code in any other manner than it has been prescribed under the product documents then, the license shall stand terminated with immediate effect and InSync shall not be responsible for any misuse of the software provided. Further, if any third party is affected by misuse of B2BeCONNECT by a licensee, then the License shall be liable to indemnify InSync for any action/ claim/ damages payable to such third party.
i.This Agreement shall be effective between a licensee and InSync since the date of purchase of B2BeCONNECT and shall be effective subject to the licensee’s compliance of the Agreement terms and shall be effective till this Agreement is terminated by either party.
ii.The Licensor retains the right to terminate the license at any time, if the Licensee is not abiding by any of the terms of the Agreement. The Licensee may terminate the Agreement at any time at its own discretion by uninstalling the Software and /or by destroying the said Software (or any copies thereof). However, the Licensee shall not be entitled to seek any refund of the amount paid by it to the Licensor, under any circumstances.
- Limitation of Liability
The Licensor will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Software, to the Licensee or any other person for cost of software, cover, recovery or recoupment of any investment made by the Licensee or its affiliates in connection with this Agreement, or for any other loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement. Further, the aggregate liability of the Licensor, arising out of or in connection with this Agreement or the transactions contemplated hereby will not exceed at any time, or under any circumstances, the total amounts received by the Licensor from the Licensee in connection with the particular software giving rise to the claim.
- Governing Law and Arbitration
This Agreement shall be governed and interpreted according to the laws of India. Any dispute, disagreement or question arising out of and in connection with this Agreement shall be referred to Arbitration in accordance with the Arbitration and Conciliation Act, 1996. Selection of any cost effective online institutional arbitrator by either party shall be a valid appointment of arbitrator and to be informed to the other party by a 15 days’ notice in writing. In the event of there being any proceedings before the Court, jurisdiction shall be vested with the Courts of Kolkata, India.
- Relationship Between the Parties
Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture or assignor-assignee relationship or employer-employee relationship between the parties. That the Partner, its agents, or its employees cannot be deemed to be the agent, employee or representative of InSync or any of its subsidiary companies. That InSync cannot be held responsible for any misrepresentation or fraud committed by the undersigned Partner and vice versa.
- Force Majeure
No party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with due to circumstances beyond the reasonable control of such party, including but not limited to, government legislations, fires, floods, explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of government and/or shortages of materials. The party claiming an event of force majeure shall promptly notify the other parties in writing and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other parties informed of any further developments. The party so affected shall use its best efforts to remove the cause of non-performance, and the parties shall resume performance hereunder with the utmost dispatch when such cause is removed.
Headings are given for the purpose of convenience of reference only and shall not be taken into account in considering or constructing or interpreting any of the provisions thereof.
- Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements, and understandings whether verbal or in writing.
No right under this Agreement shall be deemed to be waived except by notice in writing signed by each party.
If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force and effect apart from such repugnant provision/(s) which shall be deemed deleted.
This is a non-assignable agreement vis-à-vis the Licensee. However, this Agreement does not create any bar on InSync to assign its rights and liabilities under this Agreement to be transferred to a third party in whole or in part.
Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i)shall be in writing; (ii)shall be sent by messenger, certified or registered mail/email, or reliable express delivery service, to the appropriate address(es) set forth below; or to such other addresses or numbers as any party may inform the others by giving five days’ prior notice: For InSync, to its registered address or to its corporate addresses as it may be available on the product website from time to time. For Licensee, the address mentioned by the Licensee at the time of placing order to buy B2BeCONNECT, or its registered address.
- Miscellaneousi.By purchasing the Software, the Licensee acknowledge that it has read this Agreement, and that it agrees to the content of the Agreement, its terms and agree to use the Software in compliance with this Agreement.
ii.This Agreement gives the right to use only one copy of the Software on one domain solely for the Licensee’s own personal or business use, subject to all the terms and conditions of this Agreement. Separate License will be required to be purchased for each new Software installation. Any distribution of the Software without the written consent of the Licensor (including non-commercial distribution) is regarded as violation of this Agreement and will entail immediate termination of the Agreement and may invite liability, both civil and criminal, as per applicable laws of India.
iii.The Licensor reserves the rights to publish a selected list of users/ Licensees of its Software, and no permission of any Licensee is needed in this regard. The Licensee agrees that the Licensor may, in its sole discretion, disclose or make available any information provided or submitted by the Licensee or related to it under this Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by the Licensor to co-operate and / or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable Laws.
iv.If the Licensee continues to use the Software even after the sending of the notice by the Licensor for termination, the Licensee agree to accept an injunction to restrain itself from its further use, and to pay all costs (including but not limited to reasonable attorney fees) to enforce injunction or to revoke the License, and any damages suffered by the Licensor because of the misuse of the Software by the Licensee.