SharePro License Agreement
TERMS AND CONDITIONS FOR SOFTWARE LICENSE
1. Grant of Limited License
- Standard Software Private Limited (the “Licensor”) being the sole owner having exclusive proprietary rights, ownership rights and intellectual property rights over the Software,Modules,Features or Customisation mentioned in this bill (the “software”) grants unto the Licensee a non-exclusive, non-transferable, limited license to use the Software for the period mentioned in the bill. The software is protected by copyright and trademark laws and nothing hereunder shall be construed to be a grant of any other right or interest to the Licensee other than the limited right to use the Software.
2. License Fee and Period
- The License Fee being paid hereunder is towards usage of the software as sought by the Licensee till the period mentioned. The Software accepts data, up to the date till which License charges are paid. For example, if charges are paid up to 31.03.2014 the system shall not accept any transactions and other data beyond 31.3.2014. This means that the core system(s) shall continue working after 31.3.2014 to provide historical information but will accept trade and other data only up to 31.3.2014. The core system here shall mean the Desktop edition of the software at the principal office of the licensee. All other systems – for example, SharePro Live, SharePro Connect,etc., - shall stop functioning after the expiry of the license.
3. Usage of the Software
- Whether during or after the expiry of the License, the Licensee shall not be entitled to sell, sub-license, lend, share, transfer, assign, distribute the Software to any other party or make copies of the Software.
- The Software shall be used by the Licensee only on a single designated server and in the event the Licensee intends to operate the Software on more than one server, separate licenses will have to be obtained by the Licensee for the same.
- The Licensee and/or any person howsoever affiliated with or connected to the Licensee and who may access the Software shall not be entitled to modify, adapt, translate, tamper, reverse engineer, decompile, disassemble, or create derivative works out of this Software or decrypt or otherwise attempt to derive the source code of the Software, whether during or after the expiry of the License.
- The Software shall be used by the Licensee only for legitimate, authorized, permitted and ethical transactions. The Licensee shall not use the Software to undertake any transactions which are, whether directly or indirectly, in derogation or in violation of any laws on India and/or any regulations of the SEBI,FMC and/or Reserve Bank of India and/or any agreements with the stock exchanges, commodity exchange and shall keep the Licensor saved, harmless and indemnified to that effect.
- The Licensor reserves the right to make changes and update the software in regular intervals and the updates may change the manner the Software operates and may differ from the initial version licensed to the Licensee. The updated Software issued by the Licensor shall be governed by the terms of this License and the same shall be treated as Software hereunder.
4. Installation Of The Software
- At the time of commencement of the License, the Licensor shall provide implementation and training assistance at the principal office of the Licensee. The Licensee shall arrange for advanced training for up to 10 employees of the Licensee at one time for technical support of the Software. The training and implementation assistance shall be extended by the Licensor to the Licensee for a maximum period of one year commencing from the commencement of the License. The training shall cover in detail, the installation, configuration, operation, trouble-shooting, adjustment, test and maintenance of the Software. Any additional training or similar training at any other facility of the Licensee will be provided subject to billing at the standard rates of the Licensor if and when the requirement arises.
- The Licensee shall ensure that each such person howsoever affiliated with the Licensee and who has access to the Software, whether during or after the period of the License, understands and adheres to the terms of the License and the Licensee shall be responsible for any breach of any such terms hereof by any such person.
- The Licensee further understands that the Licensor may have access to data of the Licensee and/or its clients and customers while dealing with the Software and its updates and the Licensee accepts and acknowledges that such access does not breach any agreement that the Licensee may have with its clients and customers. The Licensor shall exercise confidentiality while dealing with such data but has no liability towards protection of the same, which shall be the due care and sole responsibility of the Licensee.
6. Limitation Of Liability
- The Licensor has no liability, neither towards the procurement nor towards the functionality nor operation of other hardware and software, which are used to operate the Software.
- The Licensor is not liable for loss or corruption of data entered using the Software resulting from and including without limitation, power cuts, equipment malfunctions, operating system errors, unauthorised access to the data by third persons, breach in the security system of the Licensee.
- The Licensee shall protect its data by creating backups and running maintenance operations as frequently as deemed fit by the Licensee. The Licensor is not liable for any loss of data on account of failure on part of the Licensee to back up its data.
- The Licensor may provide additional services at the request of the Licensee for transferring the data from the existing software used by the Licensee to the Software installed hereunder. Migration is a complex process and involves the Licensor understanding third party products. The Licensee shall have to procure database passwords, etc., from the previous vendor and provide connection parameters to the Licensor. The Licensee will have to provide the Licensor access to the data in old systems, or , in special cases, provide backups of the old data, whether obfuscated or otherwise. The Licensor shall exercise confidentiality while dealing with such data but has no liability towards protection of the same, which shall be the due care and sole responsibility of the Licensee. Moreover, post migation, the Licensor will not be responsible for the accuracy of the Migrated Data and the Licensee shall have to check and validate its correctness. During migration the Licensor may be required to work with various data stores, data inputs and data outputs, but the Licensor at not time requires access to the source code or the Intellectual property of any 3rd party whatsoever.
- All customized requirements shall be on a chargeable basis. The Licensor reserves the right to refuse customization. In any case, the Licensee would have to ensure that the customization sought by him does not violate any laws,rules or guidelines issued by the concerned authorities or the laws of the land.
9. Remote Assistance
- The Licensor's personnel may from time to time request the Licensee to provide Remote connectivity using tools like Logmein, Teamviewer or RAdmin. Providing such connectivity is optional but recommended for quick servicing. However, maintaining the passwords and login security is completely the responsibility of the Licensee . The Licensee should change the system password once the remote session is over.
10. Reasonable Effort
- The Licensor undertakes the responsibility to rectify any bugs reported by the Licensee within a reasonable period of time and within its reasonable capability. The Licensee should notify the Licensor of any noticed bugs in writing or through digitally signed mail or through direct contact with our designated personnel.
- 11. The Licensor provides the License on software exclusively ‘as is’ without any warranty. The Software is immensely complex in its coding and its development involves a vast number of possible circumstances some of which are beyond the limits of resources to test these continuous developments fully. The Licensor is not liable for any direct, indirect, consequential, incidental or special damages, including loss of business, loss in profits, lost data or other incidental or consequential damage incurred by the Licensee due to any material error in the Software and/or from the use or inability to use the Software as the Licensee has obtained the License after acknowledgement of the limitations of the Software and its development. In the event of any such event the maximum liability is restricted to rectifying the bug.
- The License terminates by efflux of time, unless renewed by the Licensee for a fresh period on payment of License Fee.
- Notwithstanding the above, the Licensor shall be entitled to terminate the License during the tenure thereof by issuing a written notice of 15 (fifteen) days, on breach of any of the terms hereunder by the Licensee and/or infringement or violation of the intellectual property rights of the Licensor due to any act or omission of the Licensee and/or any person howsoever affiliated with the Licensee and who has access to the Software.
- The Licensee acknowledges and accepts that the terms of this Agreement are reasonable and necessary for the protection of business interests of the Licensor and that irreparable injury may result if they are breached. In the event of termination by the Licensor due to the breaches by Licensee, the Licensor shall forfeit the Licensee Fee already paid by the Licensee. Nevertheless, the Licensee also acknowledges and accepts any breach will cause irreparable loss and injury to the Licensor which cannot be compensated only by damages and the Licensor shall be entitled to seek further equitable relief, including injunction, in connection with a breach of the provisions of this Agreement.
It is beyond the scope of this agreement for the Licensor to provide the Licensee any certificate as to the authenticity / genuineness of the data if ever required by any agency.
14. Resolution Of Disputes
- All disputes or differences between the parties hereto relating to the terms of the Agreement shall be referred to Arbitration before a sole Arbitrator to be appointed by the Licensor. The provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time, shall apply to the arbitration between the parties. The Arbitrator shall be entitled to proceed summarily and shall not be bound by any rules of procedure and/or evidence that can lawfully be avoided by consent or direction of the parties. The award of the Arbitrator shall be final and conclusive and binding upon the parties. The arbitration proceedings shall be conducted in English language and any award shall be rendered in English. The venue of arbitration shall be at Kolkata.
- The High Court at Calcutta only and no other shall have jurisdiction over any disputes arising out of all claims, suits or actions under this License.
I agree with the terms and Conditions as mentioned in this License Agreement.
(Signature with Office Seal)