Softlink Global Pvt. Ltd.
Terms of Use for Logi-Sys
IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS SOFTWARE. Terms of Use ("TOU") is a legal agreement between you (referred to as "Licensee") and SOFTLINK GLOBAL PVT. LTD. LTD (referred to as "Softlink") for the software Logi-Sys which may include associated software components, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this TOU. This license agreement represents the entire agreement concerning the Software Product between Licensee and Softlink, and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this TOU, do not install or use the SOFTWARE PRODUCT.
The Softlink’s SOFTWARE PRODUCT is protected by Indian / US copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Softlink’s SOFTWARE PRODUCT is licensed, not sold.
Whereas, Softlink develops, maintain and provide Software Product to Logistics Service Providers, Freight Forwarders, Customs Brokers, Transporters and other Logistics Businesses
Whereas, Licensee wishes to use the Softlink Software Product and has evaluated, checked and confirmed that the Software Product conforms to its needs and is compatible with its own computer system and Softlink desires to provide such services to Licensee; and
Now, therefore, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
DEFINITIONS
Definitions: For purposes of this Agreement, the definitions set forth below shall be applicable:
"Front End Code" means the user interface display and usability platform. This includes, but is not limited to, the layout, color scheme, HTML pages, ASPX Code, Java Code and source code, etc.
"Back End Code" means the Softlink application-specific source code. This includes, but is not limited to, the database schema, field definitions, table relationships, marketing automation, workflow management, application methodology and interface coding, etc.
“Intellectual Property” shall include but not limited to any copyright, trademark, design, patent, documentations, models, trade secrets etc.
"User" is understood to mean the Licensee or its named Users to whom the Softlink licensed its Software Product and services.
OWNERSHIP AND USE
Grant of license: In exchange of consideration agreed with Licensee, Softlink hereby grants the Licensee a nonexclusive, nontransferable license to install and use the Softlink’s Software Product subject to the terms and conditions of this agreement. This License does not involve the transfer of intellectual proprietary rights relating to the Software Application.
Title: Softlink shall retain all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Softlink’s Software Product, including any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation, etc. Except for the license granted pursuant to this Agreement, Licensee shall not acquire any interest in the Softlink Software Product or any other services or materials, or any copies or portions thereof, provided by Softlink pursuant to this Agreement.
Softlink intellectual property ownership and restrictions to product use: Softlink shall retain all rights to proprietary application development, business and technical methodologies, implementation, business processes and all other aspects of Softlink Software Product and services. Under no circumstances will the Licensee be permitted to use any Front End Code or the Back End Code to their advantage (or) the advantage of their partner companies (or) potential partner companies outside of the intended use of Software Product. The technology and business methodologies are proprietary and the sole property of Softlink. Any technology or business replication of any aspect of the application or services provided used for the gain of the Licensee or above-mentioned business partners or for the use of any level of a competitive nature regarding these proprietary elements is strictly prohibited.
Prohibition on Reverse Engineering, Decompilation, and Disassembly: Licensee may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT (either by itself or through third parties) and perform following operations including, but not limited to:
1. Any reproduction, by any means, of the Software Product and the related documentation, except for a backup copy for security purposes, provided that it may be used only in case the copy installed on the machine is defective, and except for the reproductions necessary to load, display, execute, transmit or store the Software;
2. Any performance, distribution or commercialization of the Software Product, whether gratuitously or for consideration;
3. Any use of the Software Product in any way whatsoever to design, realize, distribute or commercialize a same, equivalent or replacement software;
4. The adaptation, modification, transformation, arrangement of the Software Product, for any reason whatsoever, in particular and without limitation, to create a software and/or derivate software and/or completely new software;
5. Any transcription, direct or indirect, or translation into other languages of the Software as well as its modification, even partial.
6. Rental: You may not rent, lease, or lend the SOFTWARE PRODUCT
Number of Users: Licensee cannot use the Software Product for Users exceeding the agreed number. If required, Softlink will grant additional User licenses in exchange of consideration as per agreed commercial terms.
CONFIDENTIALITY
Confidentiality: Each party agrees that the company-associated data (referred to herein as the "Licensee Confidential Information") and any and all materials, documentation and information pertaining to the Softlink Software Product and the services (referred to herein collectively as the "Softlink Confidential Information") is the confidential property of Licensee and Softlink, respectively (Licensee Confidential Information and Softlink Confidential Information referred to hereinafter collectively as the "Confidential Information"). The party receiving the Confidential Information, including such party's employees, officers, directors and agents (collectively, the "Receiving Party"), shall hold in confidence all Confidential Information and shall not disclose or distribute Confidential Information, or any portion thereof, in any form or format to any person except on a strict "need to know" basis for the purpose of performance of this Agreement, or as required by valid legal process. Licensee agrees it shall not copy, alter, decompile, disassemble, reverse engineer or otherwise modify (except with Softlink's prior written consent) or directly or indirectly disclose any Softlink Confidential Information. Confidential Information under this Section shall not include information that: (i) is or has become publicly available without restriction through no fault of the receiving party; or (ii) has been received without restriction from a third party lawfully in possession of such information.
WARRANTIES/LIMITATION OF LIABILITY/INDEMNITY
Disclaimer of warranties: the Software Product is supplied “as is” without warranty of any kind. Softlink and their employees: (1) disclaim any warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, (2) do not assume any legal liability or responsibility for the accuracy, completeness, or usefulness of the software, (3) do not represent that use of the software would not infringe privately owned rights, (4) do not warrant that the software will function uninterrupted, that it is error-free or that any errors will be corrected.
Limited Warranty against Infringement: Softlink warrants that to the best of its knowledge, the Software Product as delivered to Licensee do not infringe any third party rights in patent, copyright or trade secret in India or any foreign country
Limitation of liability: Neither party shall be liable to the other party for any indirect, special, incidental, punitive or consequential damages, including, but not limited to, loss of data, loss of business or other loss arising out of or resulting from this agreement even if the other party has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained elsewhere, the cumulative liability of Softlink to Licensee for all claims whatsoever related to the Software Product or this TOU, including any cause of action by tort or strict liability, shall not exceed the total amount of all license fees paid to Softlink under this TOU. The Softlink may, at its sole option, repair any defect in the software product or replace the Software product, in which case, the Softlink shall have no further liability towards the Licensee.
Exclusion of Consequential Damages: In no event shall Softlink be liable under any claim, demand or action arising out of or relating to its performance or lack thereof under this TOU for any loss of profits; special, indirect, incidental or exemplary, or consequential damages; or any claims or demands brought against Licensee, whether or not Softlink has been advised of the possibility of such claim, demand or action. This limitation upon damages and claims is intended to apply to all claims of Softlink, without regard to which other provisions have been breached or have proven ineffective.
Licensee warranty: Licensee represents and warrants that it shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations. Licensee shall indemnify and hold softlink harmless from and against any and all damages, costs, losses, claims, causes of action and lawsuits and expenses, including reasonable attorneys' fees, relating to breach of the aforementioned representation and warranty.
GENERAL PROVISIONS
Assignment of agreement: Licensee shall not assign its rights or duties under this agreement without the prior written consent of softlink.
Independent Contractor: Softlink is an independent contractor, and this Agreement does not in any way create the relationship of principal and agent, franchisee, joint venture or partnership between the parties. Neither party shall be liable for any debts or obligations of the other.
Standard Marketing: Licensee reserves the right to use Softlink’s name and credentials in an appropriate and acceptable manner for standard marketing promotions. Equally, Softlink reserves the right to use Licensee’s name and credentials in an appropriate and acceptable manner for standard marketing promotions. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and web site presentation and promotion, etc.
Security Audit: Softlink shall have the right to make visits to the Licensee’s computer facilities to review security measures respecting the Licensed Software Program and Licensed Documentation, and if deficiencies are identified by Softlink, Licensee shall implement such additional security practices as are reasonably necessary to adequately ensure the security of the Software Product.
Governing Law & Jurisdiction: This Agreement and all matters relating hereto shall be governed by the laws of India in the Courts of Mumbai, Mahrashtra, India.
Dispute Resolution: In the event that any dispute or differences arise between the Parties out of or in connection with this Agreement or breach of this Agreement, both Parties shall promptly endeavor to resolve such dispute or difference by mutual discussions. Should such efforts of resolution not be successful for 30 days such dispute or difference shall be referred to arbitration in accordance with Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted at Mumbai in English language. It is agreed by and between the Parties that the competent Courts of Law at Mumbai shall have exclusive jurisdiction in respect of any matter, claim or dispute arising out of or in any way, relating to this Agreement.
Force Majeure: Neither party hereto shall be in default hereunder by reason of its delay or failure to perform any of its obligations hereunder for any event, circumstance or cause beyond its control such as, but not limited to, acts of God, strikes, lockouts, general governmental orders or restrictions, war, threat of war, hostilities, revolution, acts of terrorism, riots, epidemics, fire, earthquake or flood. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.
Invalidity Waivers: If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.
Survival of terms: Notwithstanding the expiration or earlier termination of this Agreement for any reason, the provisions of Articles related to Confidentiality, Warranties/Limitation of Liability/Indemnity and General Provisions of this Agreement shall remain in full force and effect.
Headings: Paragraph headings used herein are for convenience purposes only and are not intended to be, nor shall they be, used as an aid in interpretation.