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THIS END-USER LICENSE AGREEMENT BETWEEN THE DEVELOPER, M/S.JILABA SOFTWARE SERVICES PRIVATE LIMITED ON THE ONE PART AND THE CUSTOMER, ON THE OTHER PART GRANTING PERMISSION TO USE THE INVOICED SOFTWARE ON THE AGREED TERMS AND CONDITIONS HEREINAFTER SET OUT BELOW.
“Annual Maintenance Fee” shall mean the License Fee payable by the Customer in respect of the maintenance of the Invoiced Software for any period beyond the initial one-year license, to the Developer/Supplier.
"Customer" or “End-User” means any person who has, upon payment of the prescribed License Fee, as the case maybe, to the Developer/Supplier against an invoice, acquired the license to use the Invoiced Software, as a licensee for a period of one year, from the date of start of commencement of the License Period.
“Customer Proprietary Information” shall mean such information or data, including but not limited to words, numbers, tables, designs, picture files, audio files, video files (as applicable) as may be fed, processed or in any manner generated on the Invoiced Software during the License Period and does not include the proprietary Invoiced Software.
“Developer/Supplier” means Jilaba Software Services Private Limited (CIN: U72200TN2000PTC044024), a company duly registered under the Companies Act, 1956 with its registered office located at No. 1/120A,Valleeswaran Koil Street , Manapakkam, Chennai TN 600125, their legal representatives, successors and assigns and its Branch Offices, being the developer holding exclusive proprietary rights over the Invoiced Software
“Invoiced Software” shall mean executable object code of software programs, collectively referred to in its tradename “Anicalans” and the patches, scripts, modifications, enhancements, designs, concepts or other materials that constitute the software programs necessary for the proper function and operation of the system of the Customer, as delivered by the Developer/Supplier and accepted by the Customer, independent of the data that may be fed in any manner, by the Customer during the License Period.
“License Fee” shall mean and include fees paid by the Customer to the Developer/Supplier, including the Annual Maintenance Fee, against an invoice, for the use of the Invoiced Software for a term identified in the Invoice.
“License Period” shall mean the period for which the last License Fee or Annual Maintenance Fee, as the case maybe, is paid.
“Documentation” means any documentation provided to the customer by the developer (whether electronic or printed) which accompanies the Software
Whereas the Developer is in the business of software development duly protected by the Copyright Laws and has developed a proprietary software, i.e., the Invoices Software, having its features in-built and amenable to any changes to suit the customer’s specifications and Whereas the Developer has been licensing the use of the Invoiced Software for a definite period, by persons for use in trade; particularly dealing with jewelry and allied businesses, against the payment of a certain License Fee; Whereas the Customer, being in requirement of the services of the Invoiced Software and having approached the Developer, agrees to use the Invoiced Software, as maybe modified by the Developer at the request of the Customer, subject to the following terms and conditions.
1. License :
In consideration of payment of the License Fee, which is part of the price paid for this usage of the Invoiced Software, the Developer agrees to grant the customer a limited, one-year, non-exclusive, non-transferable license, without right to sublicense, use and display this copy of the Invoiced Software on the terms and conditions of this Agreement. The Developer reserves all rights not expressly granted to the Customer in this License. The License is operative, functional and enforceable, only where the Customer has paid the License Fee prior to the use of the Invoiced Software and has accepted to these terms. The License granted under this Agreement is restricted to the use of the Invoiced Software by the Customer in one (1) computational device of the Customer. The Customer agrees not to use any duplication of the Invoiced Software under this License and also agrees that such duplicated use amounts to an illegal use and breach of this Agreement, entitling the Developer to explore and enforce all the rights and remedies under law, respectively, against the Customer.
2. Maintenance Fee :
To use the Invoiced Software for a one-year period beyond the expiry of the initial term the Customer must, prior to each annual anniversary of initial procurement of license as evidenced by the first invoice denoting the grant of License of the Software pay directly to the developer an Annual Maintenance Fee. The Customer will be issued a reminder in advance, inviting them to renew the license and pay the Annual Maintenance Fee. The Annual Maintenance fee is exclusive of any tax, duty, bank charges/fee or other government levy that may be applicable, which shall be paid by the customer. If the Developer is required to pay any such amounts, the Customer shall reimburse such payment to the Developer, in full. The payment of the Annual Maintenance Fee shall renew the terms of this license, for the renewed License Period.
3. Ownership :
The original and any copies of the Invoiced Software, made by Licensee, including translations, compilations, partial copies, modifications, and updates, are the property of Developer. No ownership, right, title or interest in or to any of the logos or trademarks or source code is granted to the Customer under this Agreement and the Customer hereby agrees not to remove any Invoiced Software identification or notices of the proprietary restrictions. This license is not a sale of the original or of any copy, or of the copyright of the Invoiced Software or anything else. It is, however, clarified that the license does not include any date that may be entered by the Customer on to the Invoiced Software and as such, such data, does not become the property of the Developer and remains as the sole property of the Customer with all right, liabilities and entitlements thereto.
4. Permitted use :
The Customer agrees to use the Invoiced Software only for their internal lawful business purposes at a single site (physical location) or multiple sites based on their licensing terms and in accordance with the normal operating procedures notified by the Developer from time to time. The same clause will be applicable to the modifications done by the Developer on the Invoiced Software based on the Customer’s recorded request. As mentioned supra, this license does not permit unauthorized duplication of the Invoiced Software and such unauthorized duplication would render this agreement terminated entitling the Developer to enforce all its rights under law, against the Customer.
5. Restrictions :
The Software and Documentation is protected by copyright. Except as expressly permitted by this Agreement or by law, the Customer shall not
A. Copy the Invoiced Software or Documentation (or any part thereof)
B. Electronically Transfer, or Permit access to, the Invoiced Software from one computer to another over a network except for the purpose of networking several computers at a single site or physical location
C. Disclose, Publish, Translate, Release, or Distribute copies of the Invoiced Software or Documentation to others
D. Modify, Adopt, Redistribute, Translate, Reverse Engineer, Disassemble, Decompile or Otherwise reconstruct in whole or in part the Invoiced Software. or
E. Modify, Adopt, Translate or Create derivative works based on the Documentation
6. Other Restrictions :
A. The Customer may make one copy of the Setup Invoiced Software solely for backup and security purposes and shall cause a recorded request to that effect to the Developer. The Customer must reproduce and include the original copyright notice with the copy and acknowledge the Developer as the owner of the copy. The Customer shall ensure to make their employees and other individuals running this Invoiced Software aware of the terms of this License Agreement.
B. The Customer shall ensure that the Invoiced Software is protected at all times from misuse, damage, destruction or any form of unauthorized use. Notwithstanding the same, the Customer agrees to notify the Developer in writing within 24 hours of such misuse, damage, destruction or any form of unauthorized use, as the case maybe. Failure of the Customer to notify under this clause would be deemed as the Customer’s authorization to such otherwise destructive use, leading to the immediate cancellation, rendering subsequent use of the Invoiced Software as illegal.
C. The Invoiced Software is licensed to the Customer and may not be transferred to anyone without the Developer’s prior written consent. Where such a request for transfer is made, the decision of the Developer is final and the Customer agrees that the same shall be binding on them. Any authorized transferee of the Invoiced Software must be bound by the terms and conditions of this Agreement. The Customer must not sub-license, transfer, assign, rent, lease, sell, or otherwise dispose of the Invoiced Software on a temporary or permanent basis except as expressly provided in this Agreement. In case the authorized transferee referred to herein fails to comply with any of the terms as mentioned herein above, the Customer under this Agreement undertakes to indemnify the Developer against all loses and consequences, notwithstanding any such indemnity from the authorized transferee.
D. The Customer represents that they strictly adhere to the provisions of the applicable laws, including Income Tax Act and other Statutory Regulations.
E. The Customer undertakes not to misuse the Invoiced Software for the purpose of Tax Evasion or Tax Avoidance or defrauding the state, money laundering or any other illegal activities.
F. The Customer hereby indemnifies and shall defend and hold harmless the Developer, its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any third party claims or enquiry by statutory authorities, that Customer’s use of the software in contravention of the grant of rights infringes or otherwise violates any rights of any such third party or applicable laws for the time being in force in India.
7. Update policy :
Except as set out in this Agreement, the Developer shall not be obliged to support the Invoiced Software, whether by providing advice, training, error-correction, modifications, updates, new releases or enhancements or otherwise. The Developer may, but are under no obligation to, create, from time to time, updated versions of the Invoiced Software. The Developer will make those updates available to the Customer if they have paid the agreed payments to the Developer and the License is current.
8. Support & Transfer :
For support and / or any other assistance in using the Invoiced Software during the license term, the Customer should directly contact the Developer and put their request in writing to the developer. Any interference with or modification to the source code of the Invoiced Software undertaken by the Customer or caused to be undertaken by the Customer, without the consent of the Developer shall amount to breach of this license terms by the Customer, warranting immediate termination of the license for the Invoiced Software and consequences thereof. The Customer shall, at the commencement of the license term under this License, shall submit an undertaking as regards assisted data-backup and retrieval to the Developer, in the form and manner as prescribed by the Developer. It is clarified that the notification as to assisted data-backup and retrieval described in this Clause, shall be deemed to be effective from the date of commencement of the license term under this license till the date on which the license term expires, unless extended or otherwise modified by the Developer on the request of the Customer. As regards regular assistance – not including data-backup or data retrieval, that the Customer may intend to receive from the Developer during the license term, the Customer may place a service request on the Developer and the same shall be responded to by the Developer within the scope of such service request.
9. Confidentiality :
Confidential Information means the Invoiced Software including without limitation all object code and source code, trade secrets and proprietary know-how belonging to the Developer and is being made available to the Customer in confidence and solely on the basis of a confidential relationship. The Customer agrees to hold the Invoiced Software in trust and not use, print, copy, provide or otherwise make available, in whole or in part, any portion of the Software, except in accordance with this Agreement. The Customer agrees that Invoiced Software does not, in any manner whatsoever, allow the Developer to access, retrieve, or in any manner deal with the Customer Proprietary Information during the License Period, from the Customer’s site, unless otherwise authorized by the Customer in writing. As such, the parties understand and agree that the Developer does not have access to Customer Proprietary Information of the Customer, fed into the Invoiced Software during the License Period, warranting confidentiality undertaking from the Developer
10. Term and termination :
The license is effective for an initial term of one year. Upon payment of the Annual Maintenance Fee this license will renew on the reviewed terms and conditions for a subsequent term of one year. This license terminates automatically without notice if the Customer fails to: (i) pay when due the Annual Maintenance Fee; or (ii) does not comply with any of the provisions of this Agreement; and (iii) the Customer is found to be guilty of violating any of the applicable laws for the time being in force in India On termination the Customer must immediately delete all of the Invoiced Software in their possession or under their control and confirm such deletion in writing to the Developer. The Customer’s obligations in respect of the Developer’s intellectual property and confidential information shall survive the expiry or termination of this Agreement
11. Injunctive Relief :
Because of the unique nature of the Invoiced Software, the Customer agrees that the Developer may suffer irreparable injury in the event that the Customer fails to comply with the terms of this License and that monetary damages may be inadequate to compensate the Developer for the Customer’s breach of the License terms. Accordingly, the Customer agrees that the Developer shall, in addition to any other remedies that may be available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this License.
12. Miscellaneous :
A. Any controversy, claim, dispute or difference arising out of this agreement or any alleged breach of this agreement shall be resolved by means of binding arbitration before a single arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The award given by such an arbitrator shall be final and binding on all the parties to this agreement.
B. The arbitration shall be held in Chennai. No demand for arbitration shall be made after the date when the institution of legal proceedings based on such claim or dispute would be barred by the applicable statute of limitation.
C. If any provision of this Agreement is held by any court to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected thereby.
D. Any failure by the developer to enforce any particular term of this Agreement shall not be construed as a waiver by the developer of any of their rights.
E. This license agreement constitutes the whole legal agreement between the developer and the customer and governs both the parties. This agreement replaces any prior agreement between the customer and developer in relation to the Invoiced Software
F. The License Agreement does not create any partnership or agency or any such relationship, inter se between the Developer and the Customer.
G. The customer agrees to provide a request in writing specifically denoting the reasons for such requests for the reinstallation of the Invoiced Software, as applicable where such reinstallation is sought to be made before the lapse of a subsisting Licensed Term
H. In case of any data loss or deletion of the database pertaining to the Invoiced Software at the Customer’s site which renders the Invoiced Software inoperable or operable with limited capacities, the Customer agrees and confirms that such deletion, of Data is beyond the Developer’s access and control. In the event of Loss of Data at the Customers’s site the Customer undertakes to promptly - not later than 24 hours from the time of such Data deletion incident, notify the Developer .about such incident of Deletion/Data Loss/System Crash. Failure to do so would be deemed as an unauthorized use of the Invoiced Software by the Customer, notwithstanding the status of the Invoiced Software post such incident of Data deletion
13. Limitation Of Liability :
The Customer agrees that neither the Developer nor their affiliated entities or suppliers will be liable for any indirect damages (including, without limitation, consequential, liquidated, special or incidental and exemplary damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Customer’s use or inability to use the software, however, caused.
To the maximum extent permissible by law, the Customer agrees to defend indemnify and hold harmless the developer, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, prosecutions as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from the Customer’s use of the Invoiced Software
15. Customer's Use Rights :
A. Single Use: The Invoiced Software may include more than one version. The customer may use only one version for each license they acquire unless the software’s license terms permit more.
B. Third Party Program: The Developer will not be responsible and liable under any law for any database (as ownership rests with the Customer), modification / deletion using a third party software developed using the same database structure or in different database structure as provided in the Developer’s software or its updates or its modifications.
C. Other Programs: The Developer will not be responsible and liable under any law in case any of their employees (present and past) have made development or modifications in the software or source code maintained at the site of the customer or any alterations done by them to the database without any written request to the developer and without proper acknowledgement from the Developer. The other provisions will be applicable as provided in clause(b) of 14.
D. Training Module: A training module will be installed for your quality testing and training purpose
16. Additional Functionality :
The Developer may provide additional functionality for the software or online services upon a recorded request from the Customer. Other license terms and fees may apply. These additional functionalities provided can be used only for lawful business purpose.
17. Assigning a License :
To assign a license means simply to designate that license to one device or user.
18. No Separation of Software :
The Customer may not separate the Invoiced Software for use in more than one Computer or device under a single license, unless expressly permitted.
19. General License Terms :
A. The Customer may install and use one copy of the Invoiced Software on the licensed computer
B. Tb) The Customer may install and use only the latest version of the Invoiced Software.
The Invoiced Software may access data from the following software on any of their servers:
(i) Database software, such as Microsoft SQL Server and
(ii)Business application software (for example, enterprise email, enterprise resource planning and customer relationship management)
20. Apart from the modules specified in the list below, which are pre-installed in the Invoiced Software, if any other software is used to Add, Edit, Delete or anything that is done to alter or remove the data or if any other source code is found in the premises of the Customer, the Developer will not be liable or responsible for the same and the Customer agrees that such use of the Invoiced Software would be illegal, unauthorized and in breach of this Agreement.
List of Modules :
A. Master – Module used to create Master details like Product, Subproduct, Account Heads, Counter Details, etc…
B. Stock – Module used to create Inventory (both Tagged and Non-tagged Items) and to maintain the counter stock
C. Order & Repair – Module used to create and maintain Customer Orders and Customer Repairs
D. Estimate – Module used to raise quotation (Rough Estimate) for the items that are available for sales
E. Billing – Module used to make Invoice (Against Sales, Old Gold/Old Silver purchase from customers, Advances, Sales Return, etc.)
F. Accounts – Module used to maintain Financial Accounting and Gold/Silver Smith Accounting like Vendor Purchase, Purchase Returns, Job work Issues and Receipts, etc. and to generate Account Ledgers and Trial Balance.
G. Guarantee Card – Module used to print Guarantee Card for the Items that are on Sale
H. Mailsoft – This module is used to maintain the customer database
I. Reports – This module is used to generate reports for the Transactions made in Billing Module
J. WINSMT – This module will be useful for small time manufacturers of Gold/Silver Jewellery where we can maintain the Vendor Purchases, Job work, Issues and Receipts and Financial Accounting Ledgers and Trial Balance
K. Jewellery Savings Scheme – This module is used to maintain the Jewellery Savings Scheme Details of the Customers, in which the customers will pay a fixed amount or variable amount for a specific period after which, they will be eligible to redeem the same against purchase of Jewellery.
21. By choosing the "I Accept" option or clicking the accept option provided in the installation software, breaking the seal on the software package or installing, copying or otherwise using this Software and/or the equipment on which it is contained, the Customer acknowledges that the Customer have read, understood, and agree to be bound by the terms of this End-User License Agreement (Agreement). If the Customer does not agree with the terms of this Agreement, or, if the Customer has received the Software without soliciting for it, the Customer may select the "No, I do not accept the licensing terms" option or click the button that indicates that the Customer does not agree to its terms. Upon doing so, the Customer shall not install or use the Invoiced Software and promptly return it and the accompanying items (including any written materials and packaging) to the developer/supplier together with proof of purchase for refund, if any, applicable after deduction of the charges for the service/support given till such time. Also, by installing, copying or otherwise using updates from the Developer (if any) the Customer agrees to be bound by any additional license terms that accompany such updates. If the Customer does not agree to the additional license terms that accompany such updates, the Customer may not install, copy or use such updates.