This Software License Agreement (“Agreement”) is made and entered into as of date of purchase (“Effective Date”), by and between Assertion, Inc. (“Licensor”) having its principal office at Awfis Coworking, 6th floor, The Kode, Baner-Pashan Link Rd., Pune, Maharashtra 411045 and you (“Licensee”). Licensor and Licensee are referred to collectively herein as the “Parties” and individually referred to as “Party”. Except other than those clauses mentioned expressly in this Agreement, all other terms and conditions, and clauses, of the Master Subcontractor Agreement will remain in place, and binds, to this Agreement.

WHEREAS, Licensor is the proprietor of certain software solutions and offers them on a license basis.

WHEREAS, Licensee desires to obtain the Licensor’s software for the Licensee’s use as per the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained it is hereby agreed by and between the Parties hereto as follows:

1. Definition:

i. “Agreement” shall mean this Agreement in addition to all schedules, attachments, exhibits, amendments to this Agreement.

ii. “Documentation” shall mean any accompanying documents, content, procedures and processes provided by the Licensor to the Licensee along with the Software.

iii. “Order” means a document executed between the Partner and Licensee that contains the details such as the Software subscription opted by Licensee, subscription fees, as well as the details of Professional Services and fees.

iv. “Partner” means an authorized partner appointed by Licensor to provide the Software and/or the Services to Licensee.

v. “Services” means the services including but not limited to liaison services relating to the Software and pursuant to an Work Order executed between Licensee and Partner or by Licensor pursuant a Work Order executed between Licensor and Licensee, as the case may be.

vi. “Software” or “Platform” means access to the Licensor’s proprietary software, and any Upgrades (as defined below) provided to Licensee on a subscription license, pursuant to terms and conditions set out under this Agreement.

vii. “Subscription Fees” means the subscription fees as set out under an Order for availing the subscription to the Software.

viii. “Subscription Term” means a period during which Licensee may use and receive support for the Software, and consists of the Initial Term and/or Renewed Term as the case may (as defined below).

ix. ‘Upgrade” means any modification or addition that, when made or added to the Platform, corrects errors or provides minor functionality enhancements but does not change overall utility, functional capability, or application.

x. “Work Order” means a work order document to be executed between Licensor and Licensee for Licensor’s provision of the Services to Licensee on a case to case basis.

2. Grant of License:

i. During the Subscription Term, Licensor hereby grants Licensee a non-exclusive, non-transferable, non-assignable, non-sub licensable, limited license and right to install and use the Software on Licensee’s hardware or virtual machine on a subscription basis, for its internal business use or for use on one customer network that is managed and supported by the Licensee. The coverage of subscription opted by Licensee, and support available under the subscription is outlined in Schedule A of the Agreement.

ii. Restrictions and Proprietary Rights:

i. Licensee shall not:a. distribute, disassemble, de-compile or reverse engineer the Software or permit or encourage any third party, including its subsidiaries and affiliates, to do so or permit any third party to access the Software, except as expressly provided in this Agreementb. provide the Software to anyone other than Licensee;c. sell, resell, rent or lease the Software, except to one customer whose network is managed and supported by the Licensee;d. modify, adapt, translate, alter, or attempt to discover the source code of the Software;e. use the Software for any illegal use;f. copy the Software or allow third parties to copy the Software.g. Licensee shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software and in the event of any such unauthorized access or use, promptly notify the Licensor.h. disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that Licensee runs (or has run) on the Platform.

ii. User Restrictions: Licensee shall provide access of the Software only to its authorized users for the limited purpose as set out under this Agreement. Licensee shall be solely liable for any and all acts and omissions of such authorized users in relation to use of the Software. Licensee agree to inform all users who have legitimate access to the Software about the content of this Agreement and to make sure that they comply with the terms of this Agreement.

iii. Rights Reserved. Licensee expressly acknowledges that the Software, copyrights associated therewith, title to and ownership of all copies of the Software whether in machine-readable (source, object code or other format) or printed form, and all related technical know-how and all rights therein are exclusive property of Licensor. All rights not expressly granted under this Agreement are reserved by Licensor.

3. Ownership:

The Software, and all copies thereof, are protected under the laws of India. The Software is licensed on subscription basis and not sold. Licensor shall retain sole and exclusive ownership of the Software, including world-wide rights of all intellectual property rights therein. Licensor’s right also extends to any modifications, customizations, enhancements, alterations made to Software. No rights are granted to Licensee, other than as expressly agreed under this Agreement. Licensee grants to Licensor a worldwide, perpetual, irrevocable, royalty-free license to use or incorporate into the Software any suggestion or enhancement request to the Software.

4. Warranties and Responsibilities:

i. THE SOFTWARE IS PROVIDED ON “AS IS” BASIS. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO LICENSEE OR TO ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE LICENSED HEREUNDER, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER.

ii. Further, Licensee understands and agrees that downloads and/or uses the Software at Licensee’s own discretion and risk and that Licensee will be solely responsible for any damages to any computer or loss of data that results from the download or use of the Software.

iii. Licensor shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the interrupted services, delays and other problems inherent in the use of such communications facilities.

iv. In the event that the Software does not perform materially in accordance with its functionalities, Licensor’s entire liability upon receipt of a written proof of defect in the Software shall be, at Licensor’s sole option (i) to repair the Software, or (ii) provide the service level support as agreed to resolve the error.

v. Licensee represents and warrants that it shall remain at all times during the Subscription Term comply with all applicable and it shall comply with the Documentation and the responsibilities of the Licensee as detailed out in this Agreement. In the event of breach by Licensee of its foregoing warranty, the Licensor will be absolved from any liability arising in connection with such breach by Licensee.

5. Subscription Fees:

The Subscription Fees for the Software shall be set out under the applicable Order and executed between the Partner and Licensee. Licensee acknowledges that payment of Subscription Fees is a condition precedent for Licensee’s access to the Software and Licensor reserves to suspend or terminate access to the Software in case of non-payment of the Subscription Fees beyond forty-five (45) days from the date of correct invoice by Licensee.

6. Subscription Term and Terminationi.

This Agreement shall, unless otherwise terminated as provided in this Section, commence on the Effective Date and shall continue for a period of thirty six (36) months (“Initial term”), unless:

i. Licensee notifies the Licensor of termination for convenience in writing, at least thirty (30) days before the end of the Initial Term in which case this Agreement shall terminate upon the expiry of the applicable Initial Term;

ii. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

a) the other Party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of the non-defaulting Party being notified in writing of the breach; orb) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors

iii. On termination of this Agreement for any reason:

a) All licences granted under this Agreement immediately cease all use of the Software after the date of expiry of the license.

7. Audit:

Licensor shall have the right to audit Licensee during business hours and upon reasonable prior notice in order to verify that the Software is being used in compliance with this Agreement. Further, the Licensee also hereby authorizes the Licensor to access the premises of Licensee and inspect or audit the Licensee’s voice and data infrastructure for any Other Service Provider (OSP) compliance. In the event the audit reveals any non-compliance or an unauthorized use, Licensee shall immediately comply with the license terms and stop all unauthorized assessment.

8. Limited Software Warranty:

Supplier warrants to You that the encoding of the software program on the media on which the Product is furnished will be free from defects in material and workmanship, and that the Product shall substantially conform to its user manual, as it exists at the date of delivery, for a period of ninety (90) days. Supplier’s entire liability and Your exclusive remedy under this warranty shall be, at Supplier’s option, either:

(i) return of the price paid to Supplier for the Product, resulting in the termination of this Agreement, or(ii) repair or replacement of the Product or media that does not meet this limited warranty. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREWITH, THE PRODUCT AND ANY SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. SUPPLIER DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. SUPPLIER DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to You. This warranty gives You specific legal rights. You may have other rights that vary from state to state.

9. Limitation of Liability:

You are solely responsible for adequate protection and backup of the data and equipment used in connection with the Product. Supplier does not guarantee that use of the Product will be uninterrupted or error-free. Supplier does not guarantee that the information accessed by the Product will be accurate or complete. You acknowledge that performance of the Product may be affected by any number of factors, including without limitation, technical failure of the Product, the acts or omissions of third parties and other causes reasonably beyond the control of Supplier. Certain features of the Product may not be forward-compatible with future versions of the Product and use of such features with future versions of the Product may require purchase of the applicable future version of the Product.

IN NO EVENT WILL SUPPLIER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, THE PRODUCT OR ANY SERVICES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), OR FOR LOSS OF OR CORRUPTION OF DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, IRRESPECTIVE OF WHETHER SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUPPLIER’S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LICENSE FEES RECEIVED BY SUPPLIER UNDER THIS LICENSE FOR THE PARTICULAR PRODUCT(S) WHICH CAUSED THE DAMAGES. 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.