SOFTWARE LICENCE AGREEMENT
==========================

This AGREEMENT is made effective on the date of the purchase of the software
between Geminate Consultancy Services,Company incorporated under the Companies
Act, 1956 (hereinafter referred to as “Licensor"), and the purchaser of the 
software/ product (hereinafter referred to as "Licensee").


Preamble
--------

Licensor is a web and mobile product based organization engaged in the
business of developing and marketing software for enterprise level e-commerce
businesses. It has developed more than 100 web extensions and apps in the
past few years for open source platforms which are used and trusted globally. 
Licensee now wishes to obtain license, and Licensor wishes to grant a license, 
to allow use of the software so purchased in developing the e-commerce 
business website/ mobile app of the Licensee, subject to the terms and 
conditions set forth herein.

THEREFORE, with the intent to be legally bound, the parties hereby agree as 
follows:


Agreement
---------

1.DEFINITIONS.
As used in this Agreement, the following capitalized terms 
shall have the definitions set forth below:

"Derivative Works" are works developed by Licensee, its officers, agents, 
contractors or employees, which are based upon, in whole or in part, the 
Source Code and/or the Documentation and may also be based upon and/or 
incorporate one or more other preexisting works of the Licensor. Derivative 
Works may be any improvement, revision, modification, translation (including 
compilation or recapitulation by computer), abridgment, condensation, 
expansion, or any other form in which such a preexisting work may be recast, 
transformed, or adapted.  For purposes hereof, a Derivative Work shall also 
include any compilation that incorporates such a preexisting work.

"Documentation" is 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 including Software/ 
Source Code annotations and other descriptions of the principles of its 
operation and instructions for its use.

"Improvements" shall mean, with respect to the Software, all modifications and 
changes made, developed, acquired or conceived after the date hereof and 
during the entire term of this Agreement.

"Source Code" is the computer programming source code form of the Software in 
the form maintained by the Licensor, and includes all non-third-party 
executables, libraries, components, and Documentation created or used in the 
creation, development, maintenance, and support of the Software as well as all 
updates, error corrections and revisions thereto provided by Licensor, in 
whole or in part.


2.SOFTWARE LICENSE.  

(a)Grant of License.  For the consideration set forth below, Licensor hereby 
grants to Licensee, and Licensee hereby accepts the worldwide, non-exclusive, 
perpetual, royalty-free rights and licenses set forth below:  

(i)The right and license to use and incorporate the software, in whole or in 
part, to develop its website/ mobile app (including the integration of all or 
part of the Licensor’s software into Licensee's own software) on one domain only, solely for the own personal or 
business use of the Licensee. However, the License does not authorize the 
Licensee to compile, copy or distribute the said Software or its Derivative 
Works.

(ii)The right and license does not authorize the Licensee to share any backup 
or archival copies of the Software and / or the Source Code and Documentation 
on any public internet space including github , stackoverflow etc . The 
Licensee must ensure that the backup are not accessible to any other person 
and the Licensee must prevent copying / use of source code by any unauthorized 
persons.

(iii)The right and license does not authorize the Licensee to migrate the 
domain license to another domain.


(b)Scope; Rights and Responsibilities.

(i)Licensor shall enable the Licensee to download one complete copy of the 
Software.

(ii)The Software is intended for the sole use of the Licensee in development
of its own website/ mobile app.

(iii)Licensee does not have the right to hand over, sell, distribute, 
sub-license, rent, lease or lend any portion of the Software or Documentation, 
whether modified or unmodified, to anyone. Licensee should not place the 
Software on a server so that it becomes accessible via a public network such 
as the Internet for distribution purposes. In case the Licensee is using any 
source code management system like github, it can use the code there only when 
it has paid subscription from such management system.

(iv) In case the Licensee purchases the module and allow the third party 
development agency to customize as per its need, it is at liberty to do so 
subject to the condition that the Licensee as well as the Agency are not 
authorized to sell the modified version of the extension. Except for the 
required customization purposes, Licensee is not authorized to release the 
Source Code, Derivative Work source code and/or Documentation to any third 
party, which shall be considered as violation of the Agreement, inter-alia 
entailing forthwith termination and legal action. 


(c)Ownership.

(i)Software and Source Code.  All right, title, copyright, and interest in the 
Software, Source Code, Software Modifications and Error corrections will be 
and remain the property of Licensor.

(ii)Derivative Works. As creation of Derivative Works by the Licensee is 
prohibited, thus, all right, 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 the property of Licensor. Licensor shall be entitled to 
protect copyright / intellectual property in all such Derivative Works and 
Improvements also in any country as it may deem fit including without 
limitation seeking copyright and/or patent protection.


3.CONSIDERATION.

(a)Licensee shall pay to Licensor the amount as mentioned on the website from 
where the order is placed, as one-time, upfront fees in consideration for the 
licenses and rights granted hereunder (hereinafter referred to as the "License 
Fee").  The License Fee to be paid by Licensee shall be paid upfront at the 
time of placing the order, and no credit will be allowed under any 
circumstances.

(b)Once paid, the License Fees shall be non-refundable. The Licensee has fully 
satisfied itself about the Software and has seen the demonstration, and only 
thereafter has placed the order. Thus, the License Fees or any part thereof is 
non-refundable. No claim for refund of the Licence Fees shall be entertained 
under any circumstances.


4.REPRESENTATIONS AND WARRANTIES.

(a)Mutual.  Each of the parties represents and warrants to the other as
follows.

(i)such party is a legal entity duly organized, validly existing and in good 
standing;

(ii)such party has the power and authority to conduct its business as 
presently conducted and to enter into, execute, deliver and perform this 
Agreement.

(iii)This Agreement has been duly and validly accepted by such party and 
constitutes the legal, valid and binding obligations of such party 
respectively, enforceable against such party in accordance with their 
respective terms;

(iv)the acceptance, execution, delivery and performance of this Agreement does 
not and will not violate such party's charter or by-laws; nor require any 
consent, authorization, approval, exemption or other action by any third party 
or governmental entity.


(b)Licensor warrants that, at the time of purchase of the Software:

the Software will function materially as set forth in the website or published 
functionality provided by Licensor to customers and potential customers 
describing the Software; and

Software add-ons, if purchased by the Licensee from the Licensor, will not 
materially diminish the features or functions of or the specifications of the 
Software as they existed as of the execution of this Agreement.


(c)Title.  Licensor represents and warrants that it is the exclusive owner of 
all copyright/ intellectual property in the Software (including the Source 
Code) and has good and marketable title to the Software (including the Source 
Code) free and clear of all liens, claims and encumbrances of any nature 
whatsoever (collectively, "Liens").  Licensor's grant of license and rights to 
Licensee hereunder does not, and will not infringe any third party's property, 
intellectual property or personal rights.


5.TERM.

(a)Subject to Licensee's payment obligations, this Agreement shall commence as 
on the date of making payment of the Software by the Licensee to the Licensor, 
and shall continue until terminated by either party.

(b)The Licensor retains the right to terminate the license at any time, if the 
Licensee is not abiding by any of the terms of the Agreement. The Licensee may 
terminate the Agreement at any time at its own discretion by uninstalling the 
Software and /or by destroying the said Software (or any copies thereof). 
However, the Licensee shall not be entitled to seek any refund of the amount 
paid by it to the Licensor, under any circumstances.

(c)Survival.  In the event this Agreement is terminated for any reason, the 
provisions set forth in Sections 2(a), 2(b), and 2(c) shall survive.


6.INDEMNIFICATION.

The Licensee release the Licensor from, and agree to indemnify, defend and 
hold harmless the Licensor (and its officers, directors, employees, agents and 
Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense 
or other liability (including, without limitation, attorneys' fees) (each, a 
"Claim") arising from or related to: (a) any actual or alleged breach of any 
obligations in this Agreement; (b) any refund, adjustment, or return of 
Software,(c) any claim for actual or alleged infringement of any Intellectual 
Property Rights made by any third party or damages related thereto; or (d) 
Taxes.


7.LIMITATION OF LIABILITY.

The Licensor will not be liable for any direct, indirect, incidental, special, 
consequential or exemplary damages, including but not limited to, damages for 
loss of profits, goodwill, use, data or other intangible losses arising out of 
or in connection with the Software, whether in contract, warranty, tort etc. (
including negligence, software liability, any type of civil responsibility or 
other theory or otherwise) to the Licensee or any other person for cost of 
software, cover, recovery or recoupment of any investment made by the Licensee 
or its affiliates in connection with this Agreement, or for any other loss of 
profit, revenue, business, or data or punitive or consequential damages 
arising out of or relating to this Agreement. Further, the aggregate liability 
of the Licensor, arising out of or in connection with this Agreement or the 
transactions contemplated hereby will not exceed at any time, or under any 
circumstances, the total amounts received by the Licensor from the Licensee in 
connection with the particular software giving rise to the claim.


8.FORCE MAJEURE.

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


9.RELATIONSHIP OF PARTIES.

The Licensor and Licensee are independent legal entities, and nothing in this 
Agreement will be construed to create a partnership, joint venture, 
association of persons, agency, franchise, sales representative, or employment 
relationship between the parties. The Licensee will have no authority to make 
or accept any offers or representations on behalf of the Licensor. The 
relationship between the parties is that of Licensor and Licensee only, and 
the rights, duties, liabilities of each party shall be governed by this 
Agreement.


10.MODIFICATION.

The Licensor may amend any of the terms and conditions contained in this 
Agreement at any time and solely at its discretion. Any changes will be 
effective upon the posting of such changes on the Portal/ website, and the 
Licensee is responsible for reviewing these changes and informing itself of 
all applicable changes or notices. The continued use of a software by the 
Licensee after posting of any changes by the Licensor, will constitute the  
acceptance of such changes or modifications by the Licensee.


11.MISCELLANEOUS.

(a)General Provisions.  This Agreement:  (i) may be amended only by a writing 
signed by each of the parties; (ii) may be executed in several counterparts, 
each of which shall be deemed an original but all of which shall constitute 
one and the same instrument; (iii) contains the entire agreement of the 
parties with respect to the transactions contemplated hereby and supersedes 
all prior written and oral agreements, and all contemporaneous oral 
agreements, relating to such transactions; (iv) shall be governed by, and 
construed and enforced in accordance with, the laws of India; and (v) shall be 
binding upon, and inure to the benefit of, the parties and their respective 
successors and permitted assigns.  Each of the parties hereby irrevocably 
submits to the jurisdiction of the Courts at Ahmedabad, India, for the purposes of 
any action or proceeding arising out of or relating to this Agreement or the 
subject matter hereof and brought by any other party.  

(b)Assignment.  Except for the purpose of customization as mentioned in clause 
2(b)(iv) above, Licensee cannot assign, pledge or otherwise transfer, whether 
by operation of law or otherwise, this Agreement, or any of its obligations 
hereunder, without the prior written consent of Licensor, which consent shall 
not be unreasonably withheld.

(c)Notices.  Unless otherwise specifically provided herein, all notices, 
consents, requests, demands and other communications required or permitted 
hereunder:

(i)shall be in writing;

(ii)shall be sent by messenger, certified or registered mail/email, or  
reliable express delivery service, to the appropriate address(es) set forth 
below; and

(iii)shall be deemed to have been given on the date of receipt by the 
addressee, as evidenced by a receipt executed by the addressee (or a 
responsible person in his or her office), the records of the Party delivering 
such communication or a notice to the effect that such addressee refused to 
claim or accept such communication, if sent by messenger, mail or express 
delivery service.

All such communications shall be sent to the following addresses or numbers, 
or to such other addresses or numbers as any party may inform the others by 
giving five days' prior notice:

If to Geminate Consultancy Services:

Geminate Consultancy Services.
309, City Center Arcade, Nr. ST Bus Station, Krishnanagar, Ahmedabad,

If to Licensee:
At the address mentioned by the Licensee
(at the time of placing order of generating Invoice)

(d)Severability.  It is the intent of the parties that the provisions of this 
Agreement be enforced to the fullest extent permissible under the laws and 
public policies of India in which enforcement hereof is sought.  In 
furtherance of the foregoing, each provision hereof shall be severable from 
each other provision, and any provision hereof which is/ becomes unenforceable 
shall be subject to the following:  (i)  if such provision is contrary to or 
conflicts with any requirement of any statute, rule or regulation in effect, 
then such requirement shall be incorporated into, or substituted for, such 
unenforceable provision to the minimum extent necessary to make such provision 
enforceable;  (ii)  the court, agency or arbitrator considering the matter is 
hereby authorized to (or, if such court, agency or arbitrator is unwilling or 
fails to do so, then the parties shall) amend such provision to the minimum 
extent necessary to make such provision enforceable, and the parties hereby 
consent to the entry of an order so amending such provision; and  (iii)  if 
any such provision cannot be or is not reformed and made enforceable pursuant 
to clause (i) or (ii) above, then such provision shall be ineffective to the 
minimum extent necessary to make the remainder of this Agreement enforceable.  
Any application of the foregoing provisions to any provision hereof shall not  
effect the validity or enforceability of any other provision hereof.

(e)By purchasing the Software, the Licensee acknowledge that it has read this 
Agreement, and that it agrees to the content of the Agreement, its terms and 
agree to use the Software in compliance with this Agreement.

(f)The Licensor holds the sole copyright of the Software. The Software or any 
portion thereof is a copyrightable matter and is liable to be protected by the 
applicable laws. Copyright infringement in any manner can lead to prosecution 
according to the current law. The Licensor reserves the right to revoke the 
license of any user who is not holding any license or is holding an invalid 
license.

(g)This Agreement gives the right to use only one copy of the Software on one 
domain solely for the own personal or business use of the Licensee, subject to 
all the terms and conditions of this Agreement. A separate License has to be 
purchased for each new Software installation. Any distribution of the Software 
without the written consent of the Licensor (including non-commercial 
distribution) is regarded as violation of this Agreement, and will entail 
immediate termination of the Agreement and may invite liability, both civil 
and criminal,  as per applicable laws.

(h)The Licensor reserves the rights to publish a selected list of users/
Licensees of its Software, and no permission of any Licensee is needed in this 
regard. The Licensee agrees that the Licensor may, in its sole discretion, 
disclose or make available any information provided or submitted by the 
Licensee or related to it under this Agreement to any judicial, 
quasi-judicial, governmental, regulatory or any other authority as may be 
required by the Licensor to co-operate and / or comply with any of their 
orders, instructions or directions or to fulfill any requirements under 
applicable Laws.

(i)If the Licensee continues to use the Software even after the sending of the 
notice by the Licensor for termination, the Licensee agree to accept an 
injunction to restrain itself from its further use, and to pay all costs (
including but not limited to reasonable attorney fees) to enforce injunction 
or to revoke the License, and any damages suffered by the Licensor because of 
the misuse of the Software by the Licensee.


12.ARBITRATION.

If any dispute arises between the Licensor and the Licensee at any time, in 
connection with the validity, interpretation, implementation or alleged breach 
of any provision of this Agreement,  the same shall be referred to a sole 
Arbitrator who shall be an independent and neutral third party appointed 
exclusively by the Licensor. The Licensee shall not object to the appointment 
of the Arbitrator so appointed by the Licensor. The place of arbitration shall 
be Ahemedabad, India. The Arbitration & Conciliation Act, 1996 as amended by The 
Arbitration & Conciliation  (Amendment) Act, 2015, shall govern the 
arbitration proceedings. The arbitration proceedings shall be held in the 
English language.


This document is an electronic record in terms of Information Technology Act, 
2000 and the amended provisions pertaining to electronic records in various 
statutes as amended by the Information Technology Act, 2000. This electronic 
record is generated by a computer system and does not require any physical or 
digital signatures.