BEFORE USING THE APPLICATION worxpertise®, PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT FOR worxpertise® SERVICES YOU ARE AGREEING TO USING THE EDGE BUSINESS SOLUTIONS PRIVATE LIMITED’S PROPRIETARY APPLICATION worxpertise®, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. AGREEING TO ALL OF THE TERMS OF THIS AGREEMENT, IS ESSENTIAL FOR YOU TO BE AUTHORISED TO USE THE APPLICATION worxpertise®.

For the purpose of this Agreement the terms below are defined as follows:

CREATION OF YOUR CUSTOMER LOGIN ID AND LOGING INTO THE worxpertise® BY YOU WILL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS

In consideration of you agreeing to pay the Consideration Amount as defined in the Order For Subscription to worxpertise®, you may use the Service only on the designated server /client and the Service shall be accessible to all the employees of the Customer duly authorized by the customer at all locations in India or globally.

This Service is provided by Edge Business Solutions Private Limited. (hereinafter called worxpertise®) and is protected by Indian and International copyright laws. All references to "this Service" include all products or code included in the Service and is owned by worxpertise®. No copying is permitted. No transfer, distribution, modification or translation of this program, electronic or otherwise, is permitted without worxpertise® written permission.

worxpertise® makes no warranties regarding this Service, supplied by worxpertise®. All warranties, including merchantability or fitness for a particular purpose or conformity of its contents to the applicable laws, are specifically disclaimed.

END USER LICENSE

Upon execution and return of this Agreement and payment of the Consideration by the Customer, the Service Provider shall allow the Authorised Users of Customer access to the Service, for use for a period for which the customer has subscribed to avail the Service or such additional periods for which the Consideration is paid for.

The Customer shall use the Service for its own internal business purposes only. The Customer shall not use or permit any third party to use the Service unless specifically agreed for in writing with Service Provider.

The Customer shall not reverse engineer, translate or adapt the Service for any purpose nor arrange or create derivative works based on the Service.

The Customer shall not sub-license, transfer or distribute (whether by sub-licence, loan, rental, sale or otherwise) all or any part of the Service to any other person. This Service is owned by worxpertise®, and is protected by Indian and international copyright laws.

The Customer may not use the Service for any unlawful purpose, including infringement of the copyrights or other proprietary rights of others, or in any illegal manner or for creation or distribution of illegal content.

The Customer agrees to indemnify worxpertise® at all times, for any and all claims arising from any violation by the Customer of the terms of this End-User License Agreement.

CONSIDERATION

The Customer agrees to pay worxpertise®, consideration for the Service as set out in this Order For Subscription to worxpertise®, to this Agreement (“Consideration” as defined above). The Consideration shall be payable in advance on the Effective Date. Such Consideration shall be payable for the term of the subscription to the Service within 7 days of presentation of the bill/invoice by worxpertise®. Any delay on payment will accrue an interest rate of 18% p.a on the outstanding beyond pay by date and will be worked out on a daily basis.

The Parties agree that in the event that worxpertise® is required to perform the Maintenance Services with respect to the any Service as mentioned in this Order For Subscription to worxpertise®, worxpertise® shall be paid such consideration and as per terms and conditions as may be mutually decided by the Parties in writing.

Such Maintenance Services will be “Exclusively” limited for the Service being provided herein.

LICENSE RESTRICTIONS

The Customer shall not:

• modify, adapt, decompile, disassemble, extract, reverse engineer any Product or otherwise derive the source code and any other ideas, algorithms, concepts or procedures from the Product unless and to the extent expressly permitted by applicable statutory law;
• create derivative works based on any Product;
• make copies of Product;
• allow a third party to use or have access to any Product;
• sub-license to any 3rd party, any Product, or any part thereof;
• use any Product to perform Value Added Services. Any copy of any Product made by Customer, including any partial copy, will automatically become the property of worxpertise®. Customer will include on each such copy all copyright, trademarks, and other proprietary rights notices included by worxpertise® on the originals.
• use any Product in violation of applicable laws.

PROPRIETARY INFORMATION

Customer acknowledges and shall always acknowledge that ownership of, and title in and to all intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights, in the Product are and shall remain with worxpertise®. Customer acquires only the right to Use the Product under the terms and conditions of this Agreement and does not acquire any ownership rights or title in or the Product, either express or implied.

All proprietary and intellectual property rights in and to the Product, its user manuals and all components thereof and any copy of the same shall remain the sole and exclusive property of worxpertise®. worxpertise® retains all rights not expressly granted herein.

Customer shall not remove any proprietary, copyright, trademark, or service mark legend from the Product.

All Modifications and Extensions to the Product shall be considered part of the Product and become the property of worxpertise®.

PROTECTION OF PROPRIETARY INFORMATION

In order to further protect the rights of worxpertise®, Customer agrees as follows:

The Customer shall not, without worxpertise®’s prior written consent, disclose, provide, or make available any of the Confidential Information of worxpertise® in any form to any person, except to bona fide employees, officers, directors or consultants of Customer whose access is necessary to enable the Customer to exercise its rights hereunder. The Customer agrees that prior to disclosing any Confidential Information of worxpertise® to any consultant; it will obtain from that consultant a written acknowledgement that such consultant will be bound by the same terms as specified in this Agreement.

The Customer acknowledges that any disclosure to third parties of Confidential Information may cause immediate and irreparable harm to worxpertise®; therefore, Customer agrees to take all reasonable steps and the same protective precautions to protect the Proprietary Information from disclosure to third parties as with its own proprietary and confidential Information.

EXCLUSION OF WARRANTY

Neither worxpertise® nor its suppliers, distributors or dealers or anyone else who has been involved in the creation, production, or delivery of this Service shall be liable for any direct, indirect, consequential or incidental damages, lost profits, business interruption or loss of information arising out of the use, the results of use, or inability to use such program, or damage of loss caused by the program, even if advised of the possibility of such damages or claim.

SERVICE PROVIDER’S ENTIRE LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR STRICT LIABILITY SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY SERVICE PROVIDER FOR THE LICENSE UNDER THIS AGREEMENT PAID DURING THE LAST 30 DAYS PRIOR TO DATE ON WHICH SUCH LIANILITY AROSE. SERVICE PROVIDER SHALL NOT BE LIABLE FOR NON-PERFORMANCE OF THIS AGREEMENT DUE TO “FORCE MAJUERE” REASONS AND / OR REASONS BEYOND ITS REASONABLE CONTROL.

Each of the Parties hereto shall be excused from the performance of its obligations hereunder in the event that performance of this Agreement is prevented by occurrence of a force majeure event, whereby such Services cannot be provided by worxpertise®. Such excuse shall continue as long as the condition constituting such force majeure continues, plus seven (7) days after the termination of such condition. Provided that if worxpertise® is unable to provide the Maintenance Services due to a force majeure event, Customer shall have the right to discontinue the Services and use third party to provide the customer such services subject to its non-usage of the Service Providers Service while availing the abovementioned services from third party entities. The risk’s and costs would be borne by the Customer in such an event.

Support and Maintenance Services.

Services will be provided by worxpertise® remotely over phone/internet as per the schedule published from time to time which currently is 9.30am to 6pm on all working days (Monday to Friday), any off working hour requests may be charged extra. All onsite Service requests during these periods will be paid extra as per the charges mutually agreed by Customer and worxpertise®.

TERM

The End-User License is effective from the Effective Date and valid for the term of subscription mentioned in the order form. This Agreement and the license granted herein shall terminate without prejudice to the rights of the respective parties upon the occurrence of the following:

• 7 days after Service Provider gives Customer notice of Customer’s material breach of any provision of the Agreement , unless Customer has cured such breach during such 7 day period; or 7 days after Customer gives Service Provider notice of’ Service Provider’s material breach of any provision of the Agreement including more than 7 days delay in payment of any money due hereunder, unless Service Provider has cured such breach during such 7 day period
• Immediately if any of the following events, which exist as to Customer remain uncured for more than 7 days:
  • Passing of an order of winding up or insolvency by under applicable company or bankruptcy laws;
  • The making of a general assignment for the benefit of creditors;
  • The appointment of a general receiver or trustee in bankruptcy of Customer’s business or property;
  • Action under any applicable insolvency or similar law in effect in the Territory for the purpose of bankruptcy, reorganization, or liquidation.
  • On breach of any Intellectual Property Rights of worxpertise®.

Upon termination, Customer and its Affiliates who have been authorized in writing or by providing access to use the worxpertise® Service by the customer to use worxpertise® Service shall immediately cease Use of the Service and shall irretrievably withdraw Access Rights to the worxpertise® Service or delete and/or remove the Product from all designated Server, computer terminals, workstations, data files, etc. Within 2 days after termination, Customer shall deliver to Service Provider at Customer’s expense (adequately packaged and insured for safe delivery) or, at Service Provider’s request destroy all copies of the Service Provider’s Proprietary Information in every form. Customer further agrees to erase the Product from any storage media. Customer agrees that an officer of Customer’s organization with the express authority to make such a representation shall certify in writing to Service Provider that it and each of its authorized Affiliates has performed the foregoing.

The Customer shall pay in full all amounts owed to Service Provider, within 7 days of termination of this Agreement.

If the agreement is terminated for reasons other than a breach by Customer and following settlement of worxpertise®’s outstanding payments, worxpertise® will provide to Customer all Customer specific data as available in worxpertise® data on the date of downloading such data from worxpertise® Server where the data resides, or delete the data on receiving written notification to that effect from the Customer. In case the customer wants their data to be removed or deleted from the worxpertise® servers, it will be done so at an additional charge to be notified by worxpertise® at that point in time. worxpertise® however undertakes no responsibility or liability for the Customer data that resides in its servers and if the Customer fails to choose between the options mentioned in this paragraph at least seven days prior to the effective termination date, worxpertise® shall be at liberty to delete all of Customer’s data from its servers on the effective date of termination.

GENERAL

The order form signed between Service Providers and the Customer and this Agreement shall constitute the entire agreement between both of us and shall be read and construed as one agreement. This Agreement shall be governed by the laws of India without regard to principles of conflicts of laws and shall inure to the benefit of worxpertise®, its successors and assigns (including without limitation, its Service Providers as third party beneficiaries hereunder). Any disputes relating hereto shall be adjudicated in the appropriate courts situated at New Delhi, India only and Customer hereby consent to the exclusive jurisdiction of said courts for any such disputes. If for any reason a court of competent jurisdiction finds any provision of this License Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

Customer shall not be entitled to transfer its rights and obligations to any third party under the Agreement without the prior written consent of worxpertise®, which consent will not be unreasonably delayed, withheld or conditioned; a permitted assignee must assume all the obligations of the Customer.

Nothing herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.

I RECONFIRM THAT I HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. I FURTHER AGREE THAT THIS IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDES ALL PRIOR AGREEMENTS IN RELATION TO THE SUBJECT MATTER HEREIN.

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