SOFTWARE LICENSE & HOSTING SERVICE AGREEMENT BETWEEN

1. RSSQUARZ TECH SOLUTIONS PVT LTD, [U72900PN2016PTC167319], a company registered under Companies Act, 2013 having its registered office at Trimurti, Plot No 5/2, Shivanand Housing Society, Opp Chavannagar, Dhankawadi, Pune - 411043, State: Maharashtra, Country: India [Hereinafter referred to as the “Licensor”, “We”, “Our”].

And

2. Clients [Hereinafter referred to as the “Client”, “Licensee”, & “You”]

  • The terms “COMPANY” and “CLIENT”are hereinafter collectively referred to as the ‘PARTIES’ and individually referred to as the ‘PARTY’ which expression shall unless repugnant to the context or meaning thereof, be deemed to mean and include its authorized representative, administrator and person or persons claiming through or under him/her it.
  • The COMPANY hereby grants the right to use its Apnagrahak Software Program and Hosting Services (hereinafter referred to as “Product and Service”) to the “Client or User or End-User”, and the “Client or User or End-User” acknowledges and agrees to comply with all of these Terms and consent to the transmission of certain information during Activation and for internet-based features of the software and hosting service. If you do not Accept and comply with these terms, you may not use the software and hosting service.
  • By accessing or using the Service(s) or Websites, or authorizing or permitting any User or End-User to access or use the Service(s) or Websites, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, “You", “Your” or related capitalized terms used herein shall refer to such Entity and its Affiliates.
  • These Terms are applicable during Your free trial and during Your subscription to the Service(s) through a Service Plan of Your choice.

1. DESCRIPTION OF SOFTWARE

  • The Company has developed the “Apnagrahak Software Program” and this Agreement applies to Apnagrahak Software (hereinafter referred as said Software). The Apnagrahak software assist retailers/ traders/ merchants/ professionals to manage his/her in-store and online business/ profession. It is a cloud based platform/solution to manage products inventory, purchases, suppliers, sales, services and customers. The main object to develop this software is to provide full-fledged assistance in setting up virtual store and online business. This Software has the features through which Client themselves can set up their store virtually, add & delete the products, access to dashboard, manage inventory & purchases of their store, print their own barcode, issue invoice. This software is available on website as well as on mobile app. In this software you have the option of choosing the features which you want to use and pay only for those features as agreed between PARTIES. This Software will be accessible on website as well as on compatible mobile devices. The Software accessible on compatible mobile devices will be available with limited features for its proper, easy and smooth functioning.

2. RANT OF LICENSE

  • Upon execution of this Agreement, You are granted License to use the Product and Service in accordance with the terms of this Agreement. Further RSSQUARZ TECH SOLUTIONS PVT LTD grants you the license of Apnagrahak Software Program only upon receipt of license fee as determined hereunder, from time to time, in accordance with the terms of this Agreement.

3. USE OF APNAGRAHAK SOFTWARE

  • The RSSQUARZ TECH SOLUTIONS PVT LTD have granted license rights of Apnagrahak Software to You, not to sold. Under this Agreement, we grant you the right to install and run one copy of Software only on one computer with which you acquired the Software, for use by one person at a time, but only if you comply with all the terms of this Agreement. You may not make the Software available for simultaneous use by multiple users. The RSSQUARZ TECH SOLUTIONS PVT LTD grants you the license to to use the software only upon the receipt of license fees as determined by RSSQUARZ TECH SOLUTIONS PVT LTD from time to time. The necessary instructions for operating the said software are mentioned in the user manual available in the software after successful login.
  • You agree not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software or any of its services available to any third party, other than the Users and End-Users in furtherance of Your internal business purposes as expressly permitted by these Terms.
  • The components of the said software is licensed as a single unit. You may not separate or virtualize the components and install them on different computers. The RSSQUARZ TECH SOLUTIONS PVT LTD does not give permission for installation of the said software on a server or for use by or through other computers or devices connected to the server over an internal or external network. You may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified.
  • You agree not to use the to Process data on behalf of any third party other than Your Users and End- Customers.
  • You agree not to modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks.
  • You agree not to falsely imply any sponsorship or association with Us.
  • You agree not to use the Service(s) in any unlawful manner, including but not limited to violation of any person’s privacy rights.
  • You agree not to use the Service(s) to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages.
  • You agree not to use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights.
  • You agree not to use the Service(s) in any manner that interferes with or disrupts the integrity or performance of the Service(s) and its components; (i) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Service(s).
  • You agree not to use the Service(s) to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory.
  • You agree not to use the Service(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.
  • You agree not to establish a link to our Websites in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
  • You agree not to use of the Service(s) for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
  • You shall be responsible for any loss of data or attempted or actual access or use of the Service(s) through Your Account in violation of these Terms.
  • In case of any violation or prohibited activity with respect to the Service(s), You will ensure that You immediately cease use of the Service(s) for such prohibited activity or purpose.
  • You may not be able to access or use the Service(s) (a) during planned downtime for upgrades and maintenance to the Service(s) (of which We will use commercially reasonable efforts to notify You in advance through Our Service(s)) (“Planned Downtime”), or (b) during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
  • We will use commercially reasonable efforts to schedule Planned Downtime for weekends (Pacific Time zone) and other off-peak hours.

4. CLIENT’S RIGHTS

  • Right to access: You have the right to access (and obtain a copy of, if required) the categories of personal information that we hold about you, including the information's source, purpose and period of processing, and the persons to whom the information is shared.
  • Right to rectification and erasure: You have the right to update the information we hold about you or to rectify any inaccuracies. Based on the purpose for which we use your information, you can instruct us to add supplemental information about you in our database.
  • Right to restriction of processing: You may also have the right to request to restrict the use of your information in certain circumstances, such as when you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
  • Right to data portability: You have the right to transfer your information to a third party in a structured, commonly used and machine-readable format, in circumstances where the information is processed with your consent or by automated means.

5. CLIENT’S OBLIGATION

  • You represent and warrant that You would be solely responsible and liable for the information uploaded, edited, modified in the Software provided by RSSQUARZ TECH SOLUTIONS PVT LTD.
  • You shall be solely responsible and liable for any dispute arising out of your usage of our services.
  • You acknowledge and confirm that you will be subject to the rules, guidelines, policies, terms, and conditions applicable to the RSSQUARZ TECH SOLUTIONS PVT LTD. RSSQUARZ TECH SOLUTIONS PVT LTD reserves the right, at its discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you.
  • You undertake to provide a copy of the licenses/ registrations (in case of corporate body) including but not limited to valid Identity proofs such as Aadhar Card, PAN Card, Voter Id Card and residential proofs such as Electricity Bill, Telephone Bill etc., (in case of individual) required to use our services.
  • You agree that at all times, you will maintain appropriate records relating to the usage of our services and shall allow RSSQUARZ TECH SOLUTIONS PVT LTD/ Government, /statutory authorities and any other appropriate entities to examine, inspect, audit and review all such records and any source document pertaining to the services.
  • You hereby undertake to upload the terms and conditions on your website which will be applicable to the user of your websites who visit your website for any purposes including but not limited to buy the product/s or avails the services whether online or otherwise.
  • You shall ensure and take all appropriate security measures to prevent unauthorized disclosure and/or access of any details such as user ids, passwords, sensitive personal information or any other information of any end-customers/ Customers, third party which are obtained by you in any manner whatsoever.
  • You shall make available any and all customer assistance channels to assist and guide the end-customers/ Customers using your services and respond to any queries and address any issues that may arise in using RSSQUARZ TECH SOLUTIONS PVT LTD services.
  • You acknowledge that responsibility for all content provided by you to RSSQUARZ TECH SOLUTIONS PVT LTD for the performance of the Software or otherwise included in the Website is the sole and exclusive responsibility of yours and that RSSQUARZ TECH SOLUTIONS PVT LTD will not be held responsible in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising or relating to the Content.
  • You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another.
  • RSSQUARZ TECH SOLUTIONS PVT LTD reserve the right to terminate your access to the said Software if there are reasonable grounds to believe that you have used the said Software for any illegal or unauthorized activity.
  • Any attempt to undermine or cause harm to a server of ours is strictly prohibited. This includes, but is not limited to, attempting to gain access to password files other than your own, attempting to gain unauthorized access to other accounts on your server, or anything that causes server malfunction. Failure to comply is subject to immediate account deactivation without refund.
  • Your right to use of said Software and Service is conditioned upon your timely payment of the full amount of Fees due for Software and Service and your compliance with the terms of this Agreement. When the Term expires, your rights to use the Product and Service also expire and you may no longer use the Software and Service.
  • You and any person on your behalf must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder. 

6. PAYMENT TERMS

  • You shall be provided with 1 (One) month’s free trail for the said Software. Unless otherwise specified and except during Your free trial, all charges associated with Your Account (“Subscription Charges”) are due in full and payable in advance.
  • Your right to use the said Software and Service is limited to the license period. You may have the option to extend your Service upon paying of the requisite fees. If you extend your service, you may continue using the said Software and Service until the end of your extended service period. After the expiration of the period, Software and Service will stop running on your computer.
  • In consideration of RSSQUARZ TECH SOLUTIONS PVT LTD providing the Software and Service as specified in this Agreement, you shall make the payment of Subscription Fee as per the invoice issued to you from time to time. The terms of invoice shall prevail over the terms of this agreement.
  • The RSSQUARZ TECH SOLUTIONS PVT LTD shall make best efforts to install & activate the Software and services from the date of receipt of fee into its bank account (subject to delay due to technical malfunctions). However, Software will not be liable in any manner for any delay in activating your Software.
  • You agree to pay the fee as specified in invoice copy. You may opt to pay the fees through (i) Cheque; (ii) Demand Draft; (iii) RTGS (Real Time Gross Settlement); (iv) ECS (Electronic Clearing Service); and (v) CCSI (Credit Card Standing Instruction). The RSSQUARZ TECH SOLUTIONS PVT LTD does not encourage/prefer that payments be made in cash. Any cash payments made by you, shall be at your sole risk, without any recourse to The RSSQUARZ TECH SOLUTIONS PVT LTD.
  • In the event, if you fail to make any instalments in time and as per the payment plan chosen by You, The RSSQUARZ TECH SOLUTIONS PVT LTD may, in its sole discretion, suspend the services until necessary outstanding amount is paid by you.
  • The RSSQUARZ TECH SOLUTIONS PVT LTD shall be allowed to terminate the right to use the said Software and service to a particular licensor for non-payment of fees, for noncompliance, with any applicable rules, regulations of Agreements regarding the use of the said Software and service or with applicable laws or regulations, or to exercise other remedies allowed at law or in equity. The RSSQUARZ TECH SOLUTIONS PVT LTD will notify you of any such instance including the name of licensor and reason for termination.
  • If any cheques are dishonored due to insufficient of funds, The RSSQUARZ TECH SOLUTIONS PVT LTD may present the cheques before the banks until the cheques are honoured or till the validity of cheques. You shall not raise any objection in this regards and also shall be responsible for any/all liability, if any incurred. Further you acknowledge that any dishonour of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. You shall also be liable to pay interest @18 % per annum during that period.
  • All fees paid by you to RSSQUARZ TECH SOLUTIONS PVT LTD are final and non-refundable. Until you terminate this Agreement, as specified in this Agreement, you are responsible for paying the fee, regardless of whether you use said Software and Service or not.

7. HOSTING SERIVICES

  • The RSSQUARZ TECH SOLUTIONS PVT LTD agrees to host and maintain your website on its server(s), as outlined in this Agreement. RSSQUARZ TECH SOLUTIONS PVT LTD will take all reasonable precautions to implement data backup services on the data stored in your websites. RSSQUARZ TECH SOLUTIONS PVT LTD agrees to monitor hosting services and make sites available to Internet users. However, RSSQUARZ TECH SOLUTIONS PVT LTD is not responsible for unintentional damages or loss, either incidental or direct, caused by a loss of your information.
  • You shall acquire and maintain the Internet Protocol address and corresponding domain names for your website. RSSQUARZ TECH SOLUTIONS PVT LTD may help you in obtaining the domain names and Internet Protocol address and maintaining the same at additional cost decided by RSSQUARZ TECH SOLUTIONS PVT LTD from time to time.
  • The RSSQUARZ TECH SOLUTIONS PVT LTD shall execute the actions necessary to establish the address of your website, or to delete the address in the event your relationship is terminated or website cancelled in accordance with the rules, and regulations related to the product. RSSQUARZ TECH SOLUTIONS PVT LTD shall provide you the ability to access data on your Website and make changes with a password set by you. Your connection will be secured by the firewall. Your right to use the hosting service is limited for the period of 5 (Five) years. You may have the option to extend your hosting service on paying of the fees.
  • If you extend your hosting service, you may continue using the hosting service until the end of your extended period. After the expiration of your period, hosting service will stop. RSSQUARZ TECH SOLUTIONS PVT LTD reserves its right to charge the fees for the hosting service, at any time, at its sole discretion, and the same shall be notified to client, in advance.
  • All Web Hosting and Hosting plans, including the unlimited plans, are subject to a limitation prescribed by RSSQUARZ TECH SOLUTIONS PVT LTD time to time. In the event these limitations are exceeded, your site may slow down or not be served until more resources are added. More resources may be added for additional fees.
  • You shall be solely responsible for providing, updating, uploading and maintaining your website or server and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your website or server including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text.
  • You acknowledge and agree that in the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the content of your hosted product. Your website or server content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services.

8. DATA PRIVACY AND SECURITY, CONFIDENTIALITY

  • If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms.
  • You shall not disclose to any third party or use, except in connection with the performance of Services hereunder, any confidential information of The RSSQUARZ TECH SOLUTIONS PVT LTD’s business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) said Software program and plans for the Website ii) Specifications of The RSSQUARZ TECH SOLUTIONS PVT LTD’s software program and any future development plans iii) Concepts relating to The RSSQUARZ TECH SOLUTIONS PVT LTD’s software program not disclosed from the operation of the Website iv) Trade secrets of The RSSQUARZ TECH SOLUTIONS PVT LTD v) Information derived from providing the Services when Website is in operation, including but not limited to identities, contact information and credit card information of users (if applicable), confidential information of the Website’s use, such as number of users, unique visitors and unique visits (if applicable).
  • Notwithstanding the forgoing, this confidentiality obligation shall not apply to any information which is already known to the public or produced in compliance with applicable law or a court order, provided you shall promptly notify The RSSQUARZ TECH SOLUTIONS PVT LTD so as to enable The RSSQUARZ TECH SOLUTIONS PVT LTD to seek a protective order or other appropriate remedy. You will return all the confidential information to The RSSQUARZ TECH SOLUTIONS PVT LTD within 30 (thirty) days from the expiry or the early termination of this Agreement. The obligations contained in this Clause shall survive the termination of this Agreement.
  • Notwithstanding the forgoing, in the event The RSSQUARZ TECH SOLUTIONS PVT LTD receives a validly issued administrative or The RSSQUARZ TECH SOLUTIONS PVT LTD order, notice, warrant or other process that requires The RSSQUARZ TECH SOLUTIONS PVT LTD to share/disclose the confidential information then it shall be free to disclose all or part of the Confidential Information or is otherwise required to disclose any Confidential Information in order to comply with any law.
  • Each PARTY shall protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of us protects our own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use the other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure Agreement by and between You and The RSSQUARZ TECH SOLUTIONS PVT LTD entered prior to these Terms that would purport to address the confidentiality of Service Data and such Agreement shall have no further force or effect with respect to Service Data.

9. TAXES

  • The RSSQUARZ TECH SOLUTIONS PVT LTD is entitled to levy you for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said said Software and Services. You shall pay the said taxes and charges promptly without raising any objections. You also agree that in the event the said taxes and charges are not charged by The RSSQUARZ TECH SOLUTIONS PVT LTD the taxes shall be paid by you directly to the authorities concerned without raising any objection. The Taxes would include GST( Goods and Service Tax) or other taxes as applicable.

10. INTELLECTUAL PROPERTY RIGHTS

  • This Software is owned by RSSQUARZ TECH SOLUTIONS PVT LTD and is subject to protection under the copyright, patent and trademark laws of the India and other countries. You shall not have any right to use or reproduce in any manner any intellectual property owned by The RSSQUARZ TECH SOLUTIONS PVT LTD, including any trademarks, trade names, logos etc.
  • The RSSQUARZ TECH SOLUTIONS PVT LTD owns and retains all ownership and proprietary rights relating to services and its programming architecture, including, but not limited to, HTML code, program code, graphical code, design, technique, and all proprietary rights in the Services and all software code and content relating to the Services etc. This Agreement does not transfer, sell, assign, or entitle you to any of our source codes, programming documentation, or trade secrets except as provided in this Agreement. During the term of this Agreement, RSSQUARZ TECH SOLUTIONS PVT LTD grants you, a right to use our services in connection with the use and maintenance of our service, consistent with the terms of this Agreement.
  • All materials, including, but not limited to, software, programs, source code and object code, comments to the source or object code, specifications, documents, abstracts and summaries thereof developed by the RSSQUARZ TECH SOLUTIONS PVT LTD in connection with this Agreement shall belong exclusively to RSSQUARZ TECH SOLUTIONS PVT LTD.

11. INDEMNITY:

  • You shall defend, indemnify, and hold harmless RSSQUARZ TECH SOLUTIONS PVT LTD, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses incurred or suffered by The RSSQUARZ TECH SOLUTIONS PVT LTD (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with: (i) breach of any provision of this Agreement or non-performance of any of its obligations under this Agreement by you; or (ii) anything done or omitted to be done by you due to gross negligence, willful default or willful misconduct you or any of your officers, directors, employees or agents. (iii) or resulting from Your business operations or use of Software provided by The RSSQUARZ TECH SOLUTIONS PVT LTD.

12. NON-COMPETE:

  • During the term of this Agreement, and for a period of 2 (two) years after the termination of this Agreement, You agree not to develop or create any program of its own that is comparable in functionality or would compete with The RSSQUARZ TECH SOLUTIONS PVT LTD’s service in any way. You shall not directly, or through third person(s) or entity(s), attempt to develop, engineer, reverse engineer, create or re-create, any service that is comparable in functionality or concept with our service as outlined in this agreement. You shall not decompile, disassemble, or reverse engineer The RSSQUARZ TECH SOLUTIONS PVT LTD’s Materials or attempt to discover source code or other information concerning The RSSQUARZ TECH SOLUTIONS PVT LTD’s Materials including, without limitation, its design. You will not create any derivative work, program or product based on, or derived from Apnagrahak Software, or use any information learned from Apnagrahak Software to create any other program or product. You will not allow, encourage, facilitate, or assist any third party to do anything. You would be precluded from doing under this provision.

13. AUDIT AND COMPLIANCE:

  • The RSSQUARZ TECH SOLUTIONS PVT LTD may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Software and Documentation to verify your compliance with this Agreement. You agree to give The RSSQUARZ TECH SOLUTIONS PVT LTD (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. RSSQUARZ TECH SOLUTIONS PVT LTD will give you reasonable advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless The RSSQUARZ TECH SOLUTIONS PVT LTD has a good-faith basis for believing that more frequent audits are warranted. The RSSQUARZ TECH SOLUTIONS PVT LTD will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this Agreement in a material way, in which case you agree to reimburse The RSSQUARZ TECH SOLUTIONS PVT LTD for these costs, in addition to other damages.

14. NO GUARANTEE OF BUSINESS

  • The RSSQUARZ TECH SOLUTIONS PVT LTD does not guarantee that by installing and using of said software, your business/profit will increase.

15. NO MARKETING

  • The RSSQUARZ TECH SOLUTIONS PVT LTD is not obliged and does not promote your business. Our obligation under the Agreement is limited to the obligations of providing access to software upon the receipt of requisite payment from your end.

16. ENTIRE AGREEMENT

  • This Agreement constitutes the entire Agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, regarding the said Software.

17. SUPERSESSION

  • This Agreement supersedes all prior agreements and understandings (whether written or oral) between The RSSQUARZ TECH SOLUTIONS PVT LTD and the Clients, or any of them, with respect to the subject matter hereof.

18. TERMINATION

  • The right to use said Software and Service hereunder shall continue subject to payment of fees as prescribed by The RSSQUARZ TECH SOLUTIONS PVT LTD, time to time or unless and until terminated pursuant to Clause (ii) hereof and subject to your proper performance of its obligations hereunder.
  • The RSSQUARZ TECH SOLUTIONS PVT LTD has the right to terminate this Agreement upon any material breach of terms and conditions by you. In the event of termination by client for any reason, The RSSQUARZ TECH SOLUTIONS PVT LTD will not refund the amount paid by you. On termination you shall forthwith return or destroy all data, information and said Software Program and its updated versions, and provide written intimation of the same to The RSSQUARZ TECH SOLUTIONS PVT LTD within 8 (Eight) days of such termination. iii) You agree that any breach of one or more provisions of this Agreement that threatens to, or causes The RSSQUARZ TECH SOLUTIONS PVT LTD substantial harm to The RSSQUARZ TECH SOLUTIONS PVT LTD is a material breach. Furthermore, any breach of the confidentiality, or non-competition provisions by you, or failure to make payments, shall be considered material breaches. Furthermore, any conduct or negligence that adversely affects the business or good will and brand name of The RSSQUARZ TECH SOLUTIONS PVT LTD will be considered a material breach The RSSQUARZ TECH SOLUTIONS PVT LTD under such circumstances shall terminate the agreement without any further notice.
  • Upon termination of this Agreement, The RSSQUARZ TECH SOLUTIONS PVT LTD shall retain all proprietary technology and services provided to you, and shall render inoperable all Subscriber websites and software after allowing for a commercially reasonable and orderly transition by you. Each PARTY shall return or destroy all originals and copies of any Confidential Information of the other Party regarding this Agreement.

19. FORCE MAJEURE

  • Neither PARTY shall be responsible for, nor shall either PARTY be considered in breach or default of this Agreement, on account of any failure to perform or delay in the performance of any obligation hereunder caused by an act of God, flood, fire, storm, earthquake, war, act of terrorism, insurrection, riot, labour disturbance (including strike and lockout), equipment malfunction, computer hacker, cut wire or fiber, governmental regulation or interference or other events not within the reasonable control of such PARTY and which such PARTY is unable to overcome by the exercise of reasonable diligence.

20. WAIVER

  • Each PARTY agrees that any delay or omission on the part of the other PARTY to excuse any right under this ‘Service Agreement’ shall not be deemed as a waiver of such right or any other right and waiver of any right by the other PARTY hereunder.

21. ENTIRE AGREEMENT

  • Each PARTY agrees that any delay or omission on the part of the other PARTY to excuse any right under this ‘Service Agreement’ shall not be deemed as a waiver of such right or any other right and waiver of any right by the other PARTY hereunder.

21. ENTIRE AGREEMENT

  • This Agreement and the Schedule attached hereto constitute the entire agreement between the PARTIES to this Agreement pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the PARTIES and there are no warranties, representations or other Agreements between the PARTIES in connection with the subject matter of this Agreement except as specifically set forth herein.

22. SEVERABILITY

  • The PARTIES hereto agrees that if at any time, any of the terms, conditions and/ or provisions of this Agreement is declared to be invalid or unenforceable to any extent under the applicable laws or under direction or orders of any judicial or other competent authority, the validity or enforceability of the remaining terms, conditions and provisions of this Agreement shall not be impaired and this Agreement shall continue to be valid to the fullest extent permitted by law, construed as if it had been executed without such invalid or unenforceable terms, conditions or provisions.

23. NOTICES:

  • Any notices by either PARTY to the other PARTY shall be served at addresses mentioned hereinabove. All notices, requests, demands and other communications hereunder shall be in writing and the same shall be deemed to be served, by R.P.A.D or sent by registered mail at the addresses as mentioned in the title to this document. Notices may also be sent through emails.

24. AMENDMENTS:

  • The RSSQUARZ TECH SOLUTIONS PVT LTD is entitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to You. It shall be Your sole responsibility to visit our Website and update himself / herself of the changes to the Terms of Service.

25. HEADINGS:

  • The paragraph and section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

26. GOVERNING LAW AND JURISDICTION:

  • This AGREEMENT shall be governed and construed in accordance with the laws in India.
  • In case of any disputes or differences arises between the PARTIES or their representatives regarding the conduct of the business or any other matter the PARTIES shall endeavour to resolve it amicably.
  • The Courts in city of Pune comprised in State of Maharashtra alone shall have the exclusive jurisdiction to try the disputes arising out of this Agreement.