Terms & Policies

The License

Upon the purchase of software by Kbizsoft Solutions Pvt Ltd, the AGREEMENT became effective. This contract between Kbizsoft, a company incorporated under the Companies Act, 1956 (hereinafter referred to as the "Licensor") and the purchaser of the software or product (hereinafter referred to as the "Licensee").

The Preamble

The Licensor is an organization focused on developing and marketing software for e-commerce businesses at the enterprise level. With more than 75 creative engineers from different backgrounds, in the past few years, it has developed more than250 web extensions and apps for open-source platforms. 

In accordance with the terms and conditions set forth below, Licensee wishes to acquire a license to use the software so purchased in developing its e-commerce business website/ mobile app. Licensor agrees to grant a license to Licensee.

Therefore, the parties hereby bind themselves as follows:

The Agreement

The Definitions

The following capitalized terms shall have the following definitions in this Agreement:

• The term "Derivative Work" refers to works created by the Licensee, its officers, agents, contractors, or employees based on, in whole or in part, the Source Code and/or the Documentation, as well as on and/or incorporating one or more preexisting works of the Licensor. There are several derivative works, including improvements, revisions, modifications, translations (including compilations and recapitulations by computers), abridgements, condensations, and expansions of preexisting works. Any compilation that incorporates such a preexisting work shall also be considered a Derivative Work hereunder.
• The term "documentation" refers to written, printed, or otherwise recorded or stored (digital or paper) material relating to the Software and/or Source Code, including technical specifications and instructions for its use, as well as annotations and other descriptions of how the Software or Source Code operates, and how to use it. 
• The term "improvements" shall mean, with respect to the Software, all modifications or changes made, developed, acquired, or conceived after the date hereof and during the term of this Agreement.

License agreement for the Software

1. A grant of a license

In consideration of the consideration set forth below, Licensor hereby grants to Licensee the following worldwide, non-exclusive, perpetual, royalty-free rights and licenses:

• Incorporate the software into the Licensee’s website/ mobile app (including integrating all or part of the Licensor’s software into the Licensee’s own software), in whole or in part. The Licensee is granted permission to use and incorporate the Software solely for his or her own personal or business use on one domain (except Joomla modules, which are entitled to use on unlimited domains under the standard guidelines) only. A Licensee, however, is not permitted to compile, copy, or distribute said Software or its derivative works. 
• There is no right or license for the Licensee to make backup copies or archives of the Software or the Source Code.

2. Scope of the agreement

Responsibilities and Rights.

• A complete copy of the Software shall be made available to the Licensee by the Licensor. 
• In order to develop its own website/mobile app, the Licensee must be the only user of the Software. 
• Licensee is prohibited from handing over, selling, distributing, sub-licensing, renting, leasing or lending any portion of the Software or Documentation, regardless of whether it has been modified or unmodified. The Licensee should not distribute the Software via a public network such as the Internet by placing it on a server. When using a source code management system like Github, the Licensee can only use the code there if it has a paid subscription. 
• A Licensee is not authorized to hire or work with third parties to perform any development services using the Source Code, the source code for derivative works, and/or the Documentation on behalf of or jointly with the Licensee. In the event that Source Code, Derivative Work source code, and/or Documentation are disclosed to a third party, termination and legal action will be taken forthwith. 

3. The Ownership

• The source code of the software. Licensee owns all rights, titles, copyright, and interest in and to the Software, Source Code, Software Modifications, and Error Corrections. 
• The derivative works. In view of the prohibition against the creation of derivative works by the Licensee, all rights, title, copyright, and interest in any and/or all derivative works and improvements created by, or on behalf of, Licensee will also be deemed to belong to Licensor. The Licensor may protect all such Derivative Works and Improvements in any country as it may deem appropriate, including without limitation by seeking copyright and/or patent protection. 

4. The Consideration

• The Licensee shall pay Licensor the amount stated on the website from where the order is placed as an upfront fee in consideration for the licenses and rights granted hereunder (hereinafter called the "License Fee"). Any License Fee payable by Licensee must be paid upfront at the time of order placement, and no credit will be allowed. 
• The License Fees are non-refundable once they have been paid. After seeing the demonstration and being fully satisfied with the software, the Licensee placed the order. Therefore, License Fees are not refundable. Therefore, License Fees are not refundable in any circumstance.

Warranties and representations

Mutually beneficial

As follows, each party represents and warrants to the other.

• A legal entity is one that is duly organized, validly existing, and in good standing
• This Agreement may be entered into, executed, delivered, and performed by such party as it is currently conducting its business.
• Having been duly and validly accepted by such party, this Agreement constitutes the legal, valid and binding obligations of such party, enforceable against such party as stipulated in these Terms;
• Acceptance, execution, delivery and performance of this Agreement does not and will not violate such party's charter or bylaws, nor will it require consent, authorisation, approval, exemption or any other action from any third party.

If you purchase the Software from the Licensor, the Licensor warrants that:

• As described on the Licensor's website or published functionality, the Software will function materially as described to customers and potential customers.
• As of the date of execution of this Agreement, software add-ons purchased by the Licensee from the Licensor will not materially diminish the Software's features, functions, or specifications.

2. The Title

In addition, the Licensor represents and warrants that it owns all copyright/intellectual property in the Software (including the Source Code) and has good and marketable title to the Software (including the Source Code) that is free of all liens, claims and encumbrances (collectively, “Liens”). The license and rights granted by Licensor to Licensee do not and will not infringe upon any third party's intellectual property or personal rights.

The term

• This Agreement shall commence on the date the Licensee makes payment to the Licensor for the Software and will continue until terminated by either party. 
• If the Licensee fails to comply with any of the terms of the Agreement, the Licensor may terminate the license. Upon terminating the Agreement, the Licensee may uninstall or destroy the Software (or any copies thereof) at any time. Under no circumstances, however, can the Licensee seek a refund of the amount paid to the Licensor.

The Survival

If this Agreement is terminated for any reason, Sections 2(a), 2(b), and 2(c) shall survive.

The indemnification clause

It is the Licensee's obligation to release the Licensor from, indemnify, defend, and hold harmless the Licensor and its officers, directors, employees, agents, and Affiliates against any claim, loss, damage, settlement, cost, tax, expense, or other liability arising from or related to: 

• A breach of any contractual obligations, whether actual or alleged;
• Software refunds, adjustments, or returns,
• Infringements or damages associated with such infringements claimed by a third party;
• Taxes.

Restrictions on Liability

Whether under contract, warranty, tort or otherwise, the Licensor will not be liable for direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, lost profits, goodwill, use, data, or other intangible losses arising from or in connection with the Software. Any investment made by the Licensee or its affiliates in connection with this Agreement is covered, recovered, or recouped by the Licensee or any other person. The same applies to any other loss of profit, revenue, business, data, or punitive or consequential damages.

Unavoidable Circumstances

By reasons, events, or other matters beyond the Licensor's reasonable control, the Licensor will not be liable for any delay or failure to perform any of its obligations under this Agreement.

The relationship between the parties

Licensee and Licensor are independent legal entities, and nothing in this Agreement creates a partnership, joint venture, association of persons, agency, franchise, or employment relationship between the parties. The Licensee will not be authorized to make or accept any offers or representations on behalf of the Licensor. Unless otherwise specified, the parties' relationship is that of Licensor and Licensee, and this Agreement governs the rights, duties, and liabilities of each party.

The modification

It is the sole discretion of the Licensor to amend any of the terms and conditions of this Agreement at any time. All changes will become effective upon their posting on the Portal/website, and Licensees are responsible for reviewing and understanding all applicable changes and notices. By continuing to use the software after the Licensor posts changes or modifications, the Licensee accepts the changes or modifications.

Miscellaneous

Provisions for general application

According to this agreement:

• Amendments must be in writing and signed by both parties.
• Each counterpart shall be considered an original, but all shall constitute one and the same instrument. 
• All prior written and oral agreements, and all contemporaneous oral agreements, relating to the transactions contemplated hereby are superseded by this agreement.
• Shall be governed and construed in accordance with the laws of India; and shall be binding upon the parties and their respective successors and permitted assigns. Suppose any action or proceeding arises from or relates to this Agreement or its subject matter and is brought by a third party. In that case, each party irrevocably submits to the jurisdiction of the Courts in Delhi, India.

The assignment

This Agreement, or any of the Licensee's obligations hereunder, cannot be assigned, pledged or otherwise transferred without the prior written consent of the Licensor, which consent shall not be unreasonably withheld.

The Notices

All notices, consents, requests, demands and other communications required or permitted hereunder shall be made in the following manner:

• It must be in writing. 
• Messages should be sent via messenger, certified or registered mail/email, or reliable express delivery service, to the appropriate address(es) below. 
• When the addressee (or a responsible person in his or her office) signs a receipt, it shall be deemed given. Notice to the effect that the addressee refused to claim or accept such communication if it was sent by messenger, mail or express delivery service. Any such communications must be sent to the following addresses or numbers or to any other addresses or numbers as each party may inform the other five days in advance:

Kbizsoft Solutions Pvt. Ltd. 

In the event of a licensee:

The address of the licensee as it was placed during the time of the order. 

Its severability

It is the intention of the parties that this Agreement be enforced to the fullest extent permitted by the laws and public policies of India in which enforcement is sought.Further, all provisions hereof are severable from one another, and any provision hereof that is/ becomes unenforceable shall be subject to the following:

• Whenever such provision conflicts with any statutory, regulatory, or administrative requirement, such requirement shall be incorporated into or substituted for such unenforceable provision to the minimum extent necessary to make it enforceable.
• The court, agency or arbitrator considering the matter is hereby authorized to amend such provision (or, if the court, agency or arbitrator is unwilling or fails to do so, then the parties may amend such provision to the minimum extent necessary to make it enforceable, and the parties hereby consent to the entry of an order amending such provision.
• This provision shall be ineffective to the minimum extent necessary to make the remainder of this Agreement enforceable if it cannot be or is not reformed and made enforceable pursuant to clause (i) or (ii) above. Any application of the foregoing provisions to any provision hereof shall not affect the validity or enforceability of any other provision. 

The Licensee acknowledges that it has read this Agreement, agrees to the content and terms, and agrees to use the Software in accordance with the Agreement.

There is only one copyright holder for the Software, and that is the Licensor.The Software or any portion thereof may be protected by copyright laws. According to current law, any infringement of a copyright can be prosecuted.Licensor reserves the right to revoke the license of any user who does not hold a license or whose license is invalid.

A Licensee may use one copy of the Software on one domain only for personal or business purposes, subject to all the terms and conditions of this Agreement. Each new installation of the Software requires a separate License. Distributing the Software without the Licensor's written consent (including non-commercial distribution) is considered a violation of this Agreement, which will result in immediate termination and may result in civil as well as criminal liability. 

Dispute resolution

When a dispute arises between the Licensor and the Licensee at any time regarding the validity, interpretation, implementation or alleged breach of any provision of this Agreement, it will be handled by a sole Arbitrator appointed exclusively by the Licensor who will be independent and neutral.No objection shall be raised by the Licensee to the appointment of the Arbitrator by the Licensor. The arbitration will be held in Delhi, India. 

Arbitration proceedings shall be governed by the Arbitration & Conciliation Act, 1996 as amended by the Arbitration & Conciliation (Amendment) Act, 2015. Arbitration proceedings will be conducted in English. 

According to the Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Act, this document is an electronic record. A computer system generates this electronic record without requiring any physical or digital signatures.