Terms of Services

1. LICENSED SOFTWARE

1.1. Eligibility: 

Any entity or individual over 18 (eighteen) years of age (“Licensee”) who registers itself with Flowace Technologies Private Limited (“Licensor”) for the purpose of using of the ‘flowace’ software (“Licensed Software”) and who is granted the right to access and use the Licensed Software on payment of applicable fees (“License Fees”) shall abide by the terms stipulated under these terms of service (“Agreement”). By using any part of the Licensed Software, the Licensee expressly agrees to and consents to be bound by all of the terms in this Agreement. 

The Licensee may use the Licensed Software to give instructions for a Compatible Device (as defined hereinafter) to track and process time or billing data related to a Permitted User’s (as defined hereinafter) activities, including work and idle time (“Services”).

The Licensee may allow any person or entity that controls, is controlled by, or is under common control of the Licensee, including subsidiaries or holding companies (“Affiliate”) to use the Services (as defined hereinafter) relating to the Licensed Software, including employees, consultants, contractors, and agents, for whom subscriptions have been obtained (“Permitted User”).  

1.2. Usage:

Subject to and conditioned on Licensee’s payment of the License Fees and full compliance with this Agreement,  the Licensor grants the Licensee a non-exclusive, non-sublicensable, non-transferable license for the duration for which the License Fees has been received by the Licensor to access and use the Licensed Software and its Services (as defined below) in accordance with the terms of this Agreement and any user manuals, training materials, product descriptions, technical manuals, license agreements and other related information supplied by the Licensor in any format (“Documentation”), provided by the Licensor. The Licensor’s Licensed Software is intended solely for the Licensee’s commercial use, not for personal use.  

1.3. Installation: 

The Licensee’s use of the Licensed Software shall require the installation of the Licensor’s Licensed Software on mobile devices with android or desktops, in the manner provided under this Agreement. The Licensor grants the Licensee a non-exclusive, non-sublicensable, non-transferable license to install and use the Licensed Software solely on a hardware system, such as a desktop or laptop with Windows/MacOS/Ubuntu, which has an internet connection, capable of running the Licensed Software (“Compatible Devices”) as specified in the Documentation. 

1.4. Assistance: 

The Licensor will provide standard assistance between 10:00 a.m. to 7:00 p.m, IST for the entire Term (as defined hereinafter), included within the Licensed Software at no additional charge. 

1.5. Suspension of Licensed Software:

The Licensor reserves the right to suspend the Licensee’s access to the Licensed Software immediately (i) in the event that the Licensee breaches the terms of this Agreement, or any other provision of this Agreement and fails to remedy that breach within the applicable Cure Period; or (ii) if the Licensor reasonably deems it necessary to address any actual or potential security or availability issue that may impact the Licensee. Additionally, the Licensor may, without liability, suspend the Licensed Software (a) as needed to prevent a security breach or cyber-attack, (b) to safeguard the Licensor’s or its other customers’ systems, or (c) if required by any governmental authority or law enforcement agency. The Licensee will be notified of such suspension in the same manner and to the same extent as the Licensor notifies its other affected Licensees. 

1.6. Deletion of User Account

User accounts can be deleted from within the account settings, which will result in the permanent deletion of all associated user data for that user. Once deleted, Licensor will be unable to retrieve or recover any of the data.

In some cases, account deletion may not be possible, particularly if the account is involved in an active legal dispute or fraud investigation. For more information, please refer to our Data Retention and Deletion Policy available at [Insert link] or contact our support team. 

1.7. Aggregated Data: 

The Licensor may use data related to the Licensee’s use of the Licensed Software that (i) does not specifically identify the Licensee, Permitted Users, or third parties, and (ii) is combined with data from other Licensees, users, or additional data sources (“Aggregated Data“) for the following purposes: (a) maintaining, improving, and analysing the Licensed Software, including training algorithms, analytics, and reporting, (b) complying with legal or contractual obligations, (c) assessing and addressing security risks such as vulnerabilities or network issues, and (d) developing, distributing, and publishing metrics and reports related to the Licensed Software. Aggregated Data are not considered Confidential Information (as defined below) and are not subject to confidentiality restrictions or obligations under Clause 5.

2. LICENSEE RESPONSIBILITIES

2.1. Compliance with Agreement: 

The Licensee must comply with all the terms and conditions outlined in this Agreement. The Licensee shall be responsible for ensuring that its Permitted Users abide by the terms of this Agreement.  

2.2. Licensee Use of the Licensed Software:

The Licensee, and its Permitted Users, may only use the Licensed Software in accordance with the Documentation, any law, rule or legal decision by a governing authority (“Applicable Law”) and any government regulations, and as expressly outlined in this Agreement. The Licensee shall cooperate with the Licensor in the performance of this Agreement, including providing such personnel and information as reasonably required to facilitate the provision of the Licensed Software or support. The Licensee is solely responsible for determining whether the Licensed Software complies with its legal and/or regulatory requirements.

2.3. Licensee Data: 

The Licensee shall bear full responsibility for the accuracy, integrity, and legality of any content or data, including personal data as defined under applicable data protection laws, submitted by or on behalf of the Licensee to the Licensed Software and any output from the Licensed Software based on such content or data (“Licensee Data“). The Licensee agrees not to submit any infringing, offensive, fraudulent, or illegal Licensee Data in connection with the Licensed Software, and the Licensee represents and warrants that any content it provides will not violate the rights related to patents, copyrights, trademarks, designs, trade secrets, and confidential information, including both registered and unregistered rights, as well as applications for such rights, covering current and future protections globally. This includes software, research, designs, trade secrets, and modifications or data protection rights, among others, of any Permitted User or third party. The Licensor reserves the right, at its sole discretion, to delete or disable any Licensee Data submitted by the Licensee that may be infringing, offensive, fraudulent, or illegal.  The Licensor claims no right, title, or interest in the Licensee Data. Subject to the terms of this Agreement, the Licensee grants the Licensor a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and perform and display the Licensee Data within the Licensee’s account, solely for the purpose of providing it to the Licensed Software to the Licensee or as otherwise provided herein. Further, the Licensor may periodically access the Licensee’s account and Licensee Data to enhance, support, and operate the Licensed Software (for purposes such as quality assurance, benchmarking, technical support, or billing). 

2.4. Third-Party Services:

In connection with the Licensed Software, the Licensee or Permitted Users may choose to use third-party products or services not directly licensed by the Licensor (“Third-Party Services”). The use of such Third-Party Services will be governed solely by the terms and conditions agreed between the Licensee and the third party. The Licensor neither endorses nor assumes responsibility for, and disclaims all liability concerning, Third-Party Services, including privacy practices and privacy policy, data security, terms of use, cookie notice, and other similar policies related to these services. The Licensee agrees to waive any claims against the Licensor with respect to Third-Party Services and ensures that it has obtained all necessary licenses to access and use these services. 

2.5. Unauthorized Access: 

The Licensee shall take reasonable measures to prevent unauthorized access to or use of the Licensed Software and must promptly notify the Licensor upon discovering any such unauthorized access or use. Except for the Licensor’s obligations under Clause 7 (Data Protection and Security), the Licensor does not assume responsibility for Licensee Data or the consequences of collecting, submitting, or using that data within the Licensed Software.

2.6. Permitted User Compliance: 

The Licensee will be fully responsible for all use under the Licensee’s account and for Permitted Users’ compliance with this Agreement. Any breach of this Agreement by a Permitted User shall be deemed a breach by the Licensee. The Licensee will address all claims raised by its Permitted Users and third parties using the Licensed Software through the Licensee directly with the Licensor. The Licensee must ensure that all third parties utilizing the Licensed Software through the Licensee agree (i) to use the Licensed Software in full compliance with this Agreement and Documentation; and (ii) to waive any and all claims directly against the Licensor related to the Service. 

2.7. Publicity: 

The Licensee agrees to participate in press releases, case studies, trade shows, or other marketing efforts reasonably requested by the Licensor. The Licensee grants the Licensor the right to use the Licensee’s name and/or logo, free of charge, to identify the Licensee on the Licensor’s website or in other marketing or advertising materials.

3. USAGE RESTRICTIONS

3.1. Unauthorized Use of Technical or Commercial Activities:

The Licensee shall not, and shall not permit any Permitted Users or third parties to: reverse engineer, decompile, disassemble, decode, or otherwise attempt to uncover the source code, object code, underlying structure, ideas, or algorithms of the Licensed Software, hardware tokens, or any data associated with the Licensed Software (except where such restrictions are contrary to Applicable Law, which cannot be excluded by agreement); modify, translate, or create derivative works based on the Licensed Software; share, rent, lease, loan, resell, sublicense, distribute, use, or otherwise transfer the Licensed Software for time-sharing or service bureau purposes, or for any purpose other than its intended personal use; develop a competing product or service; attempt to gain unauthorized access to restricted areas of the Service; publicly disclose any performance information or analysis, including benchmarks, of the Licensed Software without the Licensor’s prior written consent; or use the Licensed Software in any manner inconsistent with this Agreement, the Documentation and in violation of Applicable Law.

3.2. Unauthorized Competitive Use: 

The Licensee may not use the Licensed Software and its Services for any competitive purpose whatsoever. The Licensee will make all commercially reasonable efforts to prevent any unauthorized use of the Licensed Software or Service by its Permitted Users. Either the Licensee or Licensor will promptly notify the other party of any unauthorized access or use of the Licensee’s account.

4. PAYMENT OF FEES

4.1. Fees:

The Licensee agrees to pay the Licensor the applicable License Fees, as per the plan opted by the Licensee from time to time, plus any applicable sales, use, or other purchase-related taxes (or provide the Licensor with a valid certificate of exemption from such taxes), as applicable for its usage of the Licensed Software. The Licensee is responsible for all taxes related to the Licensed Software and this Agreement.

4.2. Payment: 

All License Fees shall be paid in full, in advance, in order for the Licensee to be able to access and use the Licensed Software. 

4.3. Suspension:

The Licensor reserves the right to suspend the Licensee’s access to the Service if the Licensee fails to make timely payment of the License Fees. The Licensor may, at its discretion, continue to provide access to the Licensed Software even after expiry of the term for which the License Fee has been paid, provided that in the event the payment default extends beyond 30 (thirty) days from the notice of default, the Licensor may charge interest at a rate of 12% (twelve percent) per annum for the period of default. However, the Licensor will not charge interest or suspend Services if the overdue charges are disputed in good faith prior to the due date, and the Licensee is diligently working to resolve the dispute. If: (i) the Licensee materially breaches this Agreement, including failure to pay outstanding invoices for more than 10 (ten) days; (ii) the Licensor provides reasonable notice of this violation (which may be via email); (iii) the Licensor makes commercially reasonable efforts to resolve the violation with the Licensee; and (iv) the breach is not resolved to the Licensor’s satisfaction, the Licensor may suspend the Licensee’s access to the Service. If the Licensee does not resolve the violation within 10 (ten) days of suspension, the Licensor may terminate all rights, privileges, and access granted under this Agreement, and the Licensee shall be obligated to pay any outstanding amounts for the remaining term of the License Confirmation Letter.

4.4. Withholding: 

If there are any withholding requirements, the Licensee shall pay the required withholding taxes and will not reduce the amount paid to the Licensor due to such withholding. If payment is made by credit card, the Licensee agrees to (i) keep their credit card information updated and (ii) authorize charges for the License Fees when due. The Licensor will not charge Permitted Users any fees for their use of the Licensed Software without the Licensee’s authorization, and Permitted Users can download the Licensed Software free of charge. However, Permitted Users’ carriers or service providers may charge for data usage, messaging, phone calls, or other Services needed to use the Licensed Software. Unless otherwise agreed, all License Fees paid under this Agreement are non-refundable.

4.5. Subscription Modifications: 

At any time during the Term, the Licensee may modify its subscription by (i) increasing the maximum number of Permitted Users or (ii) changing its subscription plan (e.g., upgrading from a standard plan to a premium plan or downgrading from a premium/standard plan to a basic plan) (each, a “Subscription Modification“).  

Where the Subscription Modification is a subscription ‘upgrade’, whether due to an increase in the number of Permitted Users or a transition to a higher-tier plan, shall result in the Licensor invoicing the Licensee for the additional fees at the applicable subscription rate and payment terms, prorated for the remainder of the then-current subscription Term. For any subsequent subscription Term, the revised number of Permitted Users and the applicable License Fees will reflect the Subscription Modification.  

Where the Subscription Modification is a subscription ‘downgrade’, whether due to a reduction in the number of Permitted Users or a transition to a lower-tier plan, it shall take effect immediately as and when opted for. No refunds or credits shall be issued for downgrades during the then-current subscription Term. However, any excess amount paid due to such a downgrade will be adjusted in the License Fees for the next subscription Term.

4.6. Travel Reimbursement:

For training or professional Services held at the Licensee’s location, the Licensee agrees to reimburse the Licensor for reasonable and customary travel expenses, including airfare, car, food, and lodging. The Licensor will submit receipts for travel expenses, and the Licensee will reimburse the Licensor promptly within 30 (thirty) days. 

5. CONFIDENTIALITY

5.1. Definition: 

The term “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in any form (written, oral, etc.) that is marked as confidential or should be reasonably understood to be confidential based on the nature of the information and the circumstances of the disclosure. This includes, but is not limited to, trade secrets, technical data, intellectual property, inventions, business plans, financial data, customer information (including Licensee Data and personal data), pricing, strategies, product development plans, and terms of this Agreement. Confidential Information does not include information that:

1. becomes publicly available through no fault of the Receiving Party;
2. was known to the Receiving Party prior to its receipt from the Disclosing Party;
3. is lawfully disclosed by a third party without restriction; or
4. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

5.2. Obligations: 

Each party agrees to retain all Confidential Information of the other party in confidence and to not disclose or use such Confidential Information for any purpose other than to fulfill the terms of this Agreement. The Receiving Party agrees to:

1. Not disclose Confidential Information to any third party except for its employees, contractors, and advisors (“Representatives“) who need to know the information in connection with this Agreement, provided such Representatives are bound by non-disclosure obligations no less restrictive than those contained herein;
2. Take steps and precautions to protect proprietary and Confidential Information, at a level no less than those used to protect its own Confidential Information;
3. Not use Confidential Information for any purpose other than as necessary to perform under this Agreement, including in the context of the Licensed Software; and
4. Maintain a record of the entities/ any individual or, including companies, organizations, government bodies, or other business entities to whom the Confidential Information has been disclosed and provide such records to the Disclosing Party upon request. 

The Receiving Party shall be responsible for any breach of confidentiality by its Representatives.

5.3. Required Disclosure:

Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information in compliance with the Applicable Law or in response to a judicial or governmental order. In such cases, the Receiving Party shall give the Disclosing Party reasonable prior notice to allow the Disclosing Party to contest the disclosure, unless prohibited by law.

5.4. Intellectual Property and Ownership:

All intellectual property in relation to any Confidential Information disclosed by the Disclosing Party remains the exclusive property of the Disclosing Party. The Receiving Party does not acquire any rights to the Confidential Information other than those necessary for performing obligations under this Agreement.

5.5. Reproduction and Use of Confidential Information:

Confidential Information shall not be reproduced, except as necessary to achieve the purpose of this Agreement. Any reproduction of Confidential Information remains the property of the Disclosing Party and must contain all proprietary notices and legends. The Receiving Party and its Representatives agree that Confidential Information will not be used for any purpose other than the purposes defined in this Agreement.

5.6. Return or Destruction of Confidential Information:

Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information, including any copies, extracts, or summaries, except to the extent necessary for routine document retention or backup procedures, provided that such Confidential Information remains subject to the terms of this Agreement.

5.7. Confidential Information from Prior to Agreement:

Confidential Information disclosed prior to the execution of this Agreement shall be subject to the same confidentiality protections outlined herein.

5.8. Breach and Enforcement:

The Receiving Party agrees to take all reasonable steps to prevent any unauthorized disclosure or use of Confidential Information and shall be responsible for any breach of this Agreement by its Representatives. In the event of any breach, the Receiving Party shall, at its own cost, take all necessary actions to prevent further breaches, including legal action if required. 

5.9. Confidential Terms and Publicity:

Neither party shall disclose the terms and conditions of this Agreement to any third party, except as required by law. Neither party may use the other party’s name or trademarks for publicity, advertising, or similar activities without prior written consent, except that the Licensor may use the Licensee’s name in customer listings or for marketing purposes, subject to mutual agreement on timing.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Ownership of Intellectual Property:

Except as expressly set forth herein, the Licensor will retain sole and exclusive ownership of all intellectual property relating to the Licensed Software, including any customisation undertaken at the request of the Licensee to the Licensed Software (“Modifications/Add-ons”), Aggregated Data, any update of the Licensed Software provided by the Licensor, which may include local fixes, patches, or temporary bypass solutions, as needed (“Updates”) and major enhancements, new features, or additional functions, as determined by the Licensor (“Upgrades”), along with any other related intellectual property. This includes all suggestions, ideas, feedback, or recommendations provided by the Licensee or third parties relating to the Licensed Software. Licensee acknowledges that it will not copy, distribute, reproduce, or otherwise use any part of the Licensed Software, Modifications/Add-ons, or any associated intellectual property except as expressly permitted under this Agreement. 

6.2. License Restrictions and Protections:

The Licensee is not permitted to modify, reverse engineer, decompile, disassemble, or create derivative works of the Licensed Software, Modifications/Add-ons, or any Updates or Upgrades. The Licensee shall not attempt to reverse engineer the Licensed Software or remove copyright or authorship notices from the Licensed Software. Any unauthorized works or derivative creations made by the Licensee shall be the sole property of the Licensor.

6.3. Modifications/Add-ons:

The Licensee may not independently make Modifications or Add-ons to the Licensed Software without the Licensor’s involvement. All Modifications/Add-ons, whether developed by the Licensor or with the Licensee’s input, shall be the exclusive property of the Licensor. The Licensee agrees to execute any necessary documents to secure the Licensor’s rights to these intellectual properties. The Licensor retains the right to independently develop and license its own Modifications/Add-ons without restriction.

7. DATA PROTECTION AND SECURITY

7.1. Licensee Personal Data:

In connection with the Licensed Software, the Licensor may be required to process Licensee Data that qualifies as “personal data,” “personal information,” or “personally identifiable information” under applicable data protection laws (“Licensee Personal Data“). The Licensee shall be responsible for obtaining all consents as may be necessary under applicable law to share the Licensee Personal Data with the Licensor. If the Licensor processes Licensee Personal Data governed by data protection regulations within India, such Licensee Personal Data shall be protected as per the privacy policy of the Licensor available at [Insert].

7.2. Integrations:

The Licensee (including its Permitted Users) may enable integrations between the Licensed Software and certain Third-Party Services (“Integrations”). By enabling an Integration, the Licensee authorizes the Licensor to share Licensee Data necessary for the Integration. The Licensee is responsible for providing instructions to the Third-Party Service provider regarding the use and protection of Licensee Data, including Licensee Personal Data, and for entering into necessary agreements with such providers to safeguard this data. The Licensee acknowledges that the Licensor and Third-Party Service providers are not sub-processors of one another.

7.3. Storage and Processing:

The Licensee is responsible for determining whether the Licensed Software is suitable for storing and processing Licensee Data (including Licensee Personal Data) in compliance with applicable data protection laws. The Licensee represents and warrants that any Licensee Personal Data provided to or collected by the Licensor, the means by which such data was obtained, and any instructions given to the Licensor for processing the data in connection with the Licensed Software, will comply with all relevant data protection regulations.

7.4. Security:

The Licensor will implement and maintain appropriate technical and organizational security measures to protect Licensee Data from accidental or unlawful destruction, alteration, or unauthorized access or disclosure in line with its security Policies. Notwithstanding the foregoing, the Licensor shall not be liable for any acts or omissions, including but not limited to any data breaches or losses, caused by third-party integrators or storage providers.

7.5. Data Retention:

The Licensor will retain Licensee Data according to its data retention and deletion protocol, with the latest version available at [Insert] or any updated URL provided to the Licensee.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1. Indemnification by Licensor:

The Licensor agrees to indemnify, defend, and hold harmless the Licensee, its Affiliates, officers, directors, and employees from and against any direct and actual third-party claims, losses, liabilities, damages, expenses (including reasonable attorneys’ fees), and costs arising out of: 

1. A third-party claim that the Licensed Software infringes any patent, copyright, trade secret, or trademark, provided such infringement does not arise from: modifications made by the Licensee or combination with Aggregated Data not provided by the Licensor, or content, data, or information provided by the Licensee or its users; or
2. Any breach of applicable laws or third-party rights due to the Licensor’s actions or omissions. 

In the event of such a claim, the Licensor shall have the option to either modify the Licensed Software to make it non-infringing, obtain a license for the Licensee to continue using the Software, or terminate the Agreement and refund any unearned fees on a prorated basis. THIS SECTION STATES LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT, MISAPPROPRIATION, AND/OR CLAIMS ALLEGING INFRINGEMENT OR MISAPPROPRIATION. 

8.2. Indemnification by Licensee:

The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its Affiliates, officers, directors, and employees from any and all direct and actual third-party claims, losses, liabilities, damages, expenses (including reasonable attorneys’ fees), and costs arising from:

1. The Licensee’s use of the Licensed Software, including any infringement or violation of third-party rights (such as intellectual property rights or privacy laws) due to the Licensee’s use, modification, or provision of any content, data, or Aggregated Data to the Licensed Software;
2. Any claim arising from the existence of malicious software or viruses introduced by the Licensee that disrupt the Licensed Software; or
3. The Licensee’s failure to comply with the applicable laws or breach of the terms of this Agreement.

The Licensee shall be responsible for paying any settlement amounts or judgments arising from such claims, and the Licensor may suspect the Licensed Software until clearance of such dues. 

8.3. Claim Handling and Remedies:

In the event of any indemnifiable claim, the party receiving the claim (the “Indemnified Party“) shall promptly notify the other party (“Indemnifying Party”) and provide reasonable cooperation in the defence of the claim. The Indemnifying Party shall have the right to assume the defence of such claims, subject to the Indemnified Party’s right to participate at its own expense. The Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent, except where the settlement includes a full release of the Indemnified Party.

8.4. Limitation on Direct and Indirect Liability:

Subject to Clause 8.6, neither party nor its suppliers will be liable to the other party (or any person claiming through such party) for any indirect, punitive, incidental, special, or consequential damages arising from or connected to the use of the Licensed Software or any related provision under this Agreement. This includes delays, the inability to use the Licensed Software, loss of revenue or anticipated profits (whether direct or indirect), lost business, or lost sales. This applies regardless of whether the claim is based on contract, tort (including active or passive negligence and strict liability), breach of statutory duty, or otherwise. This limitation applies even if the other party has been advised of the potential damages, and notwithstanding the failure of essential purposes of any remedy.  

8.5. Limitation on Liability Amount:

Subject to Clause 8.6, the maximum liability of either party or its suppliers for any and all claims under this Agreement, —whether based on contract, tort (including active and passive negligence and strict liability), or otherwise—will not exceed, in total, the License Fees paid or to be paid to the Licensor during the twelve-month period prior to the date when such claim is first asserted. This limitation will apply even if any limited remedy under this Agreement fails in its essential purpose.

8.6. Exceptions to Limitations:

Nothing in this Agreement shall limit or exclude either party’s liability for the following: (i) fraud or fraudulent misrepresentation; (ii) breach of Clause 3 (Usage Restrictions), Clause 4 (Payment of Fees) or Clause 6 (Intellectual Property Rights); or (iii) any liability that cannot be excluded or limited by law.  

9. TERMINATION

9.1. Term: 

This Agreement commences from the date of receipt of the License Fees by the Licensor from the Licensee and will remain in effect for the duration for which the Licensee Fees has been paid (the “Term”). This Agreement shall automatically renew for successive one-year periods, upon renewed payment of the applicable License Fees.

9.2. Right of Termination:

9.2.1. Termination for Breach:

Either party may terminate this Agreement by providing written notice if the other party breaches any of its obligations under this Agreement, and such breach is not remedied within thirty (30) days of receiving notice of the breach from the non-breaching party (the “Cure Period“).

9.3. Termination for Insolvency or Other Events:

Either party may terminate this Agreement immediately by giving written notice to the other party if:

1. The other party is dissolved, ceases to conduct all or substantially all of its business, becomes insolvent, or is declared insolvent;
2. An administrator, receiver, liquidator, trustee, or similar is appointed over the other party’s assets;
3. A winding-up order is passed for the other party or the other party passes a resolution for its winding up, except in the case of a solvent reorganization where the resulting entity assumes all obligations under this Agreement.

9.4 Termination for Convenience:

If the Licensee wishes to cancel this Agreement prior to the completion of the initial or any subsequent Term, and there has been no material breach of this Agreement by the Licensor, the Licensee shall forfeit the balance of the remaining payments for the Term, as renewed.

9.5 Effect of Termination:

9.5.1. Cease of Agreement Provisions:

Upon the expiration or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except for the provisions that by their nature are intended to survive termination, including, but not limited to, provisions regarding Confidential Information, Intellectual Property Rights and limitation of liability.

9.5.2. Accrued Rights:

Termination of this Agreement shall not affect the accrued rights of either party as of the termination date.

9.5.3. Return or Destruction of Licensed Software:

Upon termination or expiration of this Agreement, the Licensee shall immediately cease using the Licensed Software and will promptly return all copies of the Licensed Software, its components, and any Confidential Information to the Licensor, or destroy or irrecoverably delete them as requested by the Licensor. The Licensee shall provide a written certification of compliance with this obligation, signed by a duly authorized representative.

9.5.4. Payment Obligations:

Termination of this Agreement shall not relieve the Licensee from the obligation to make any payments owed to the Licensor under the terms of this Agreement up to the termination date. No refund shall be provided for any amounts paid prior to termination.

10. WARRANTIES AND DISCLAIMER OF ADDITIONAL WARRANTIES

10.1. Warranty: 

The Licensor represents and warrants that it will not knowingly include any harmful code, including viruses, disabling devices, trojans, or time bombs, in the Licensed Software that could disrupt, damage, or interfere with the operation of any network, system, or customer data. If, at any time, the Licensed Software fails to meet this warranty, the Licensee may promptly notify the Licensor in writing. Upon receipt of such notice, the Licensor will have thirty (30) days to either correct the issue or provide the Licensee with a plan to resolve the noncompliance. If the issue is not corrected within this period or a satisfactory resolution is not provided, the Licensee may terminate this Agreement and receive a refund of any prepaid but unearned subscription fees on a pro-rata basis, which shall be the Licensee’s sole and exclusive remedy for such noncompliance.

10.2. Disclaimer:

Except as explicitly set forth in this Agreement, the Licensed Software, including all Modifications and Add-ons, and anything provided in connection with this Agreement, are provided “as-is,” without any warranties of any kind. The Licensor and its Affiliates expressly disclaim all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement. The Licensor does not provide any warranty or guarantee regarding the Licensed Software’s uninterrupted or error-free operation, nor does it warrant the correctness, accuracy, or reliability of the Licensed Software or any third-party software integrated with it.

10.3. Legal Authority:

Each party represents and warrants that it has the legal power and authority to enter into and perform its obligations under this Agreement, and that the performance of this Agreement does not conflict with or violate any obligations it has to third parties.

11. GOVERNMENT MATTERS

11.1. Export Restrictions:

Notwithstanding any other provision in this Agreement, the Licensee is prohibited from using, providing, exporting, re-exporting, or allowing the export or re-export of the Licensed Software, or anything related to it, or any direct product derived from it, in violation of the applicable laws, or restrictions imposed by the Indian government. Each party confirms that it is not listed on any Indian government denied-party list. The Licensee and Permitted Users are also prohibited from accessing or using the Licensed Software in the countries subject to India’s embargoes or trade restrictions.

11.2. Anti-Corruption:

The Licensee affirms that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift, or any form of value from any employee or agent of the Licensor in relation to this Agreement. Should the Licensee become aware of any violation of this provision, they agree to promptly notify the Licensor.

11.3. Commercial Software

The Licensed Software is considered “commercial items” under applicable laws of Indian law. If acquired by any Government Agency (except the Ministry of Defence), the Government only receives rights to the technical data and software that are typically available to the public, as described in this Agreement. If obtained by the Ministry of Defence, the Government receives only the rights to technical data and software as outlined in this Agreement, in accordance with defense regulations. Any other government agency will only receive the rights to technical data and software that are usually available to the public, as specified in this Agreement. This section replaces any other rules or regulations about Government rights in software or technical data under this Agreement.

12. MISCELLANEOUS PROVISIONS

12.1. Severability:

If any term or provision of this Agreement is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain valid and in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein, which by their nature extend beyond termination of the Agreement, will remain in effect until fulfilled.

12.2. Entire Agreement:

This Agreement constitutes the final, complete, and exclusive understanding and agreement between the parties, relating to the subject matter hereof and supersedes and terminates all prior or contemporaneous understandings, agreements, and communications, and/or advertising with respect to such subject matter. 

12.3. Assignment:

This Agreement may not be assigned, transferred, or sublicensed by the Licensee without the Licensor’s prior written approval, which shall not be unreasonably withheld. The Licensor is allowed to assign or transfer any of its rights and obligations under this Agreement. This Agreement will be binding on and will benefit the parties and their respective authorized successors and permitted assigns.

12.4. No Third-Party Beneficiaries:

This Agreement does not grant, nor is it intended to grant, any third party any rights or benefits, nor the ability to enforce any provisions of this Agreement. 

12.5. Changes to Agreement:

In case of any conflict or inconsistency between the provisions of this Agreement or any  or the Documentation, the terms of this Agreement will take precedence. This Agreement represents the complete and exclusive agreement between the Parties with respect to the subject matter, superseding all prior agreements, discussions, or understandings, whether written or oral, related to this subject matter.

Notwithstanding any contrary provisions in this Agreement, the Licensor may, from time to time, modify this Agreement by providing ten (10) days’ notice to the Licensee. Unless the Licensor specifies otherwise, the changes will take effect for the Licensee upon posting of the modified Agreement. If the Licensee disagrees with the changes, the Licensee must notify the Licensor within the ten (10) day notice period. In such case, the Licensor may, at its discretion, and as the Licensee’s sole remedy, either: (i) allow the Licensee to continue under the prior version of this Agreement until the next renewal, after which the modified Agreement will apply, or (ii) terminate this Agreement and provide the Licensee with a refund for any License Fees paid in advance for the terminated portion. The Licensor will make reasonable efforts to notify the Licensee of changes via the Licensee’s account, email, or other methods. The Licensee may be required to accept the modified Agreement before using the Licensed Software in a renewal Term, and continued use of the Licensed Software during the renewal Term will be deemed acceptance of the updated Agreement.

12.6. Notices:

All notices and other communications required or permitted under this Agreement or required by law shall be in writing and shall be deemed to have been duly given if (i) sent by an official email then on the date of receipt by the recipient; or (ii) letter delivered personally, one day after delivery; or (iii) or letter delivered by courier to a nationally recognized overnight delivery service, charges prepaid, three days after being sent by registered or certified mail, postage prepaid, to the parties at their respective registered addresses or to such other address as any party shall have specified by notice to the other.

12.7. Non-Solicitation:

12.7.1. The Licensee acknowledges that the Licensor’s business success relies on retaining skilled employees and maintaining valuable customer and business relationships. Therefore, the Licensee agrees that, during the Term and for one year after its termination, it and its Affiliates shall not:

12.7.2. Hire or attempt to hire, or engage any employee of the Licensor (current or within the past 24 months) without prior written consent from the Licensor.

12.7.3. Disclose any Licensor employee details or identify them as potential candidates for employment to third parties.

12.7.4. Approach or solicit any Licensor employee for recruitment by another company.

12.7.5. Persuade any Licensor client or business associate to reduce or cease their business with the Licensor, or solicit business that competes with the Licensor.

 

If the Licensee breaches these restrictions, they will be required to pay a solicitation fee equal to six months’ compensation (CTC) of any employee hired in violation of these terms.

12.8. Force Majeure:

Neither party will be considered in breach of this Agreement due to any delay or failure to perform their obligations (except the payment of License Fees) caused by circumstances beyond their reasonable control, such as labour disputes, fires, earthquakes, floods, or other similar events. The affected party must notify the other party promptly and make reasonable efforts to resume performance as soon as possible.

12.9. Dispute Resolution:

The provisions of this Agreement shall be governed by the laws of India. In the event that any dispute or difference arises, in connection with the interpretation or implementation or validity or otherwise arising out of or relating to this Agreement, between the parties, the parties shall attempt in the first instance to resolve such dispute through mutual consultations. If the dispute is not resolved through mutual consultations within thirty (30) days from the date of commencement of discussions or such longer period as the parties agree in writing, then such dispute shall be referred to arbitration and such arbitration shall be held in accordance with the provisions of the (Indian) Arbitration and Conciliation Act 1996 or any re-enactment or modification thereof then in force. The parties may mutually agree upon and appoint a sole arbitrator. If the parties are unable to mutually agree upon and appoint a sole arbitrator, then the arbitration shall be referred to a panel of three arbitrators appointed in the following manner; one arbitrator shall be appointed by the Licensor and one by the Licensee and the third presiding arbitrator shall be appointed by such two appointed arbitrators. The seat and venue of arbitration shall be Mumbai, India. The language to be used in the arbitral proceeding shall be English.  The arbitration award shall be in writing and shall be final and binding on the parties, and the parties agree to be bound thereby and to act accordingly. The arbitration panel shall be free to award costs as it deems appropriate. The arbitration award shall be enforceable in any competent court of law. Each party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under this Agreement.

12.10. Specific Enforcement:

The Licensee agrees that irreparable damage would occur, and that the Licensor would not have any adequate remedy at law, in the event that any of the provisions of this Agreement has not been performed by the Licensee in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Licensor shall be entitled to an injunction or injunctions to enforce specifically the terms of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

12.11. No Waiver:

No waiver or breach of any term or condition of this Agreement shall operate as a waiver of any other breach of such term or condition, or of any other term or condition, nor shall any failure to enforce any provisions hereunder operate as a waiver of such provision or any other provision hereunder.