This Software License Agreement effective form the date of purchase by buyer and between Riffre Technology Services Pvt. Ltd. (herein after named as "Riffre")
Riffre has developed and licenses to users its software program marketed under the name RMS 2.0.
Licensee desires to utilize a copy of the Software.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Riffre and Licensee agree as follows:
Riffre hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software in India and abroad as set forth in this Agreement.
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Riffre; provided that Licensee may make one copy of the Software for backup or archival purposes.
In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Riffre the sum of license fee. In case of monthly or annual plan, Licensee agrees to send cancellation request to Riffre in written either in the form of email to "email@example.com" or through an online request for cancellation in case of discontinuation of service, 7 days prior to its next due date failing which Licensee is liable to pay the amount due.
4. Warranty of Title.
Riffre hereby represents and warrants to Licensee that Riffre is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Riffre or to either: i) procure, at Riffre's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach.
5. Warranty of Functionality.
A. For a period of three months following delivery of the Software to Licensee (the "Warranty Period"), Riffre warrants that the Software shall perform in all material respects according to the Riffre's specifications concerning the Software when used with the appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Liscensee shall promptly notify Riffre and get the software replaced in case of inappropriate functionality. Liscensee's sole remedy shall be that Riffre shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Liscensor.
B. In the event of any defect in the media upon which the Software is provided arising within 7 days of the date of delivery of the Software, upon return to Riffre of the original media, Riffre shall provide Licensee a new copy of the Software.
6. Software Maintenance.
A. Standard maintenance. During three months, Riffre shall provide to Licensee any new, corrected or enhanced version of the Software as created by Riffre. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.
B. Optional maintenance. After expiration of the Warranty Period, Licensee may continue to receive maintenance support for successive twelve (12) month periods. The charge for such optional maintenance support shall be Riffre's regular list price for maintenance and support for the Software as published from time to time by Riffre. Licensor shall notify Riffre in writing if it desires to receive optional maintenance. If Licensee fails to take optional maintenance and later elects to receive it, Riffre reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. Riffre may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.
Payment of the license fee shall be made prior to delivery of the Software. Payment of any other amount owed by Licensee to Riffre pursuant to this Agreement shall be paid within thirty (30) days following invoice from Riffre. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Riffre, then in addition to any other amount due, Riffre may impose and Licensee shall pay a late payment charge at the rate of ten percent (10%) per month on any overdue amount.
In addition to all other amounts due hereunder, Licensee shall also pay to Riffre, or reimburse Riffre as appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by Licensee to Riffre. In no event shall Licensee be obligated to pay any tax paid on the income of Riffre or paid for Riffre's privilege of doing business.
9. Warranty Disclaimer.
Riffre's WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability.
Riffre shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Riffre was advised of the possibility of such losses in advance. In no event shall Riffre's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of Indian Law and any dispute will be handled under Delhi Jurisdiction only.
13. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Riffre.
14. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.