License Agreement

Ksolves India Limited: Software License Agreement

This agreement (“Agreement”) made between Ksolves India Limited, a company incorporated under the laws of India with its place of business at Parexl, B - 4, 1st Floor, B - Block, Sector 63 Noida UP 201301 India (hereinafter referred to as “Ksolves”), and the purchaser of the Product (hereinafter referred to as "Customer") is effective on the date of the purchase of the Product and shall remain valid till the Costumer utilises the Product, unless earlier terminated by Ksolves (“License Term”).

By using the Product, the Customer acknowledges, that Customer has read this Agreement and understands, and agrees to be bound by to the content of this Agreement and its terms.

All the terms & conditions as mentioned in this Agreement will be read and interpreted in consonance with the Terms and Policy more particularly given at Terms & Condition which shall be deemed to be incorporated herein by reference.

Ownership

As used in this Agreement, the following capitalized terms shall have the definitions set forth below:

“Derivative Works”“Derivative Works” are works developed by the Customer, its officers, agents, contractors or employees, or Permitted Users which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works of Ksovles. Derivative Works may be any improvement, revision, modification, translation (including compilation or recapitulation by computer), transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such pre-existing work.

“Documentation” is written, printed or otherwise recorded or stored (digital or paper) material relating to the Product and/or Source Code, including technical specifications and instructions for its use including Product/ Source Code annotations and other descriptions of the principles of its operation and instructions for its use.

“Permitted User”: Any person authorized by the Customer to use the Product in accordance with these Legal Terms.

All capitalized terms used herein but not defined shall have the meaning attributed to them under the Terms and Policy.

Product License

Grant of License: During the License Term specified in this Agreement, Ksovles hereby grants the Customer a fixed-term, non-exclusive, non-transferable, revocable, non-sub licensable limited license to use the Product (“License”). The grant of the License to use the Product shall be restricted to the Permitted Users.

Restrictions: the Customer does not have the right to:

1. Copy, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce, modify, or compile the Product or create Derivative Works.
2. Hand over, sell, distribute, sub-license, rent, lease or lend any portion of the Product.
3. Use the Product to provide time-sharing, benchmarking, or other computer services to third parties or allow any third party to access or benefit from the functionality of the Product.
4. Transfer, transmit, export, or re-export the Product in violation of any laws or regulations.
5. Use the Product for any purpose other than specified under these Legal Terms.
6. Develop competing apps or products.
7. Engage in infringing activity or create multiple or anonymous accounts.
8. Remove, alter, or obscure any proprietary notices.
9. Threaten the integrity, performance, or availability of the Services or the Product.
10. Use Product components, add-ons, files, modules, externals, contents including associated license material separately or with unsupported software or hardware.
11. Engage in unauthorized framing of or linking to the Services.
12. Upload or transmit viruses, trojan horses, any material that acts as a passive or active information collection or transmission mechanism, spyware, or other harmful material that interferes with any party’s uninterrupted use and enjoyment of the Product or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Product.
13. Offer the Application for rent, lease, or otherwise transfer, sub-license, distribute, facilitate the distribution of, or transfer the Application in any manner.
14. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others and Licensor, directors, employees, or representatives, by using the Application.
15. Try to hack, crash, or sabotage the Application.
16. Exercise any right not specifically and unequivocally granted to the User and are reserved by Licensor or should act in a manner detrimental to the Licensor.

SCOPE

Rights and Responsibilities.

1. Ksolves represents and warrants that it is the exclusive owner of all copyright/intellectual property in the Product and has good and marketable title to the Product free and clear of all liens, claims, and encumbrances of any nature whatsoever. Ksovles’ grant of license and rights to the Customer hereunder does not, and will not infringe any third party’s property, intellectual property, or personal rights.

2. Ksolves shall enable the Customer to download as many copies of the Product as the number of Modules purchased by the Customer under any Order.

3. This Agreement gives each Permitted User the right to use only one Module of the Product and on one domain solely for business use of the Customer, subject to all other terms of this Agreement. A separate License will be required to be purchased for each new Module. Any distribution of the Product without the written consent of Ksolves (including non-commercial distribution) is regarded as a violation of this Agreement.

4. The Customer is not authorized to appoint, or work with, third parties to perform any development services using the Source Code, and/or the Documentation on behalf of, or working with, the Customer. Release of Source Code, and/or Documentation to any third party shall be considered as a violation of the Agreement, inter-alia entailing forthwith termination and legal action.

Copyright

Ksolves is the copyright holder of the Product and Source Code. All rights, title, copyright, and interest in the Product, Source Code, Customisations and corrections will be and remain the property of Ksolves. Any activity that infringes terms of this Agreement violates copyright law and will be prosecuted according to the current law. Ksolves reserves the right to revoke the License of any Customer or Permitted User who is holding an invalid License or who has illegally copied or distributed the Product.

Derivative Works. As a creation of Derivative Works by the Customer is prohibited, thus, all right, title, copyright, and interest in any and/or all Derivative Works created by, or on behalf of, the Customer or Permitted User will also be deemed to the property of Ksolves. Ksolves shall be entitled to protect copyright / intellectual property in all such Derivative Works also in any country as it may deem fit including without limitation seeking copyright and/or patent protection.

Open-Source Software And Third Party Services

If Ksolves uses any open-source software, including codes on the Product (“OSS”) and uses certain third-party services in relation to the Product (“Third-Party Services”), to the extent such OSS is provided on the Product or such Third-Party Services are provided in relation to the Product, the Customer agrees to abide by the licensing terms and conditions as stated in such OSS or Third-Party Services agreement and agrees that such terms shall apply and shall take precedence over any other terms and conditions in relation hereto.

Consideration

1. The Customer shall pay to Ksolves (i) the amount as mentioned on the Website from where the Order is placed as a one-time, upfront fees and (ii) the amount as mentioned in the Work Order for any Customisations that maybe availed by the Customer, which may be by way of a one-time or recurring fee in consideration for the Licenses and rights granted hereunder (hereinafter referred to as the “License Fee”).

2.The Customer has fully satisfied itself about the Product and has seen the demonstration, and only thereafter has placed the Order. A claim for refund of the Licence Fees shall only be entertained under the circumstances specified in the Refund Policy more particularly given atRefund Policy which shall be deemed to be incorporated herein by reference.

Support and Product updates

Support period and support entitlement of the Customer will be defined in accordance with the Support Plan selected during the Product purchase. The terms and conditions that govern the Odoo support and maintenance is more particularly given at Support which shall be deemed to be incorporated herein by reference.

Audit

Ksolves shall have the right to audit the Customer’s use of the Product during business hours and upon five (05) days’ prior notice in order to verify that the Product and the Services are being used in compliance with this Agreement. The Customer will use its best efforts to promptly correct any deficiencies related to its performance under this Agreement uncovered by any audit described in this clause. In the event that Ksovles identifies a discrepancy of at least five percent (5%) (expressed as a percentage of total License Fees or fees for Services, as further described in the Work Order, in any audit of any of the Customer’s records, in addition to any other payments or reimbursements required to be made by the Customer, pursuant to this Agreement, Ksovles will also promptly reimburse the Customer, or otherwise pay for the full cost and expense of the audit (including actual costs and expenses).

Compliance with Applicable Laws

By using [https://store.Ksolves.com/], the Customer agree that any disputes will be governed by the laws of India, and the courts of India shall have exclusive jurisdiction. The Customer shall be responsible to ensure that the Permitted Users comply with all applicable local, state, national and foreign laws in connection with its use of Product and Services.

The Customer shall be responsible to ensure that the Permitted Users comply with all applicable local, state, national and foreign laws in connection with its use of Product and Services.

Ksolves's Product is protected by copyright laws and intellectual property laws. Any activity violating copyright law will be prosecuted according to the current law. Ksolves India Limited retains the right to revoke the license of any user holding an invalid license.

Termination of Agreement

This Agreement shall commence as on the date of making payment of the Product by the Customer to Ksolves and shall continue until terminated by either party.

Ksolves retains the right to terminate the license at any time, if the Customer fails to use the Product in accordance with the terms and conditions of this Agreement. The Customer may terminate the Agreement at any time at its own discretion by uninstalling the Product and /or by destroying the said Product (or any copies thereof). However, the Customer shall not be entitled to seek any refund of the amount paid by it to Ksolves, under any circumstances.

After uninstalling the Product and /or by destroying the said Product (or any copies thereof), the Customer will be required to repurchase the Product from the Website, in order to utilize the same.

Indemnification

The Customer agrees to defend, indemnify, and hold Ksovles harmless, including our subsidiaries, affiliates, and all of Ksolves’ respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of Customer’s: (1) contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in this Agreement; (5) violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Product and Services with whom the Customer is connected via the Product and Services. Notwithstanding the foregoing, Ksovles reserve the right, at the Customer’s expense, to assume the exclusive defence and control of any matter for which the Customer are required to indemnify Ksovles, and the Customer agree to cooperate, at your expense, with our defence of such claims. Ksolves will use reasonable efforts to notify the Customer of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

DISCLAIMER OF LIABILITIES AND WARRANTIES

THE PRODUCTS SERVICES, MATERIALS, AND DATA ON THIS WEBSITE, ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. THE CUSTOMER’S USE OF THE PRODUCT AND SERVICES IS AT THE CUSTOMER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, KSOLVES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PRODUCT AND SERVICES AND THE CUSTOMER’S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KSOLVES INDIA LTD DOES NOT MAKE ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE PRODUCT AND SERVICES AND KSOLVES ASSUMES NO LIABILITY FOR (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, OR OTHERWISE MADE AVAILABLE VIA THE PRODUCT AND SERVICES OR (7) ANY DAMAGES ARISING FROM THE CUSTOMER’S USE OF THE PRODUCTS OR SERVICES.

IN NO EVENT WILL KSOLVES OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM THE CUSTOMER’S USE OF THE PRODUCT OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SOLVES’ LIABILITY TO THE CUSTOMER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO INR 10,000/-.

Assignment

The Customer cannot assign, pledge or otherwise transfer, whether by operation of law or otherwise, this Agreement, or any of its obligations hereunder.

Arbitration

If any dispute arises between Ksolves and the Customer at any time, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the same shall be referred to a sole Arbitrator who shall be an independent and neutral third party. The place of arbitration shall be Delhi, India. The Arbitration & Conciliation Act, 1996 as amended by The Arbitration & Conciliation (Amendment) Act, 2015, shall govern the arbitration proceedings. The arbitration proceedings shall be held in the English language.

This document is an electronic record in terms of Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.