SOFTWARE LICENSE AGREEMENT

This Agreement is made effective on the date of purchase of the Software,
by and between Webkul Software Pvt. Ltd., a company incorporated under the Companies Act, 2013, having its registered office at D-1, Lower Ground Floor, Salcon Rasvilas, Saket District Centre, New Delhi - 110017, India and Corporate office at H-28, ARV Park,  Sector-63, Noida, Gautam Buddha Nagar, Uttar Pradesh, India- 201301                                                                                                
(hereinafter referred to as the "Licensor"),                                       
AND
The purchaser of the software/product (hereinafter referred to as the "Licensee").   

Preamble
The Licensor is a product-based technology company engaged in developing and marketing web and mobile software solutions for enterprise-level e-commerce businesses. With over 1500 extensions developed for open-source platforms and a team of more than 500 engineers, the Licensor serves clients globally.
The Licensee wishes to obtain, and the Licensor agrees to grant, a license to use the Software for development of the Licensee's website/mobile application, subject to the terms and conditions herein.


1. DEFINITIONS
“Derivative Works” - Any work based on or incorporating the Software, Source Code, or Documentation, including modifications, translations, enhancements, adaptations, etc.
“Documentation” - All technical instructions, manuals, and specifications related to the Software.
“Improvements” - Any updates, modifications, or enhancements made during the term of this Agreement.
“Source Code” - The human-readable code of the Software, including libraries, components, and documentation used for its creation and maintenance.


2. SOFTWARE LICENSE
(a) Grant of License
The Licensor hereby grants to the Licensee a worldwide, non-exclusive, non-transferable, perpetual license to:
    • Use and integrate the Software for the Licensee's own business or personal use on one domain only (except Joomla modules, which may be used on unlimited domains as per standard guidelines).
    • The License does not authorize redistribution, resale, or use of the Software for third-party projects.
(b) Scope and Restrictions
    • Licensee shall not transfer, sublicense, publish, or make the Software or Source Code publicly accessible (e.g., on GitHub, forums, etc.).
    • Domain migration is not permitted without express written approval.
    • Customization by third-party developers is permitted for the Licensee's internal use, provided the modified product is not redistributed or resold.
    • Any use of the Source Code on source management systems (e.g., GitHub) must be within a paid private environment only.
(c) Ownership
    • All rights, title, and interest in the Software, Source Code, Derivative Works, and Improvements remain with the Licensor.
    • Even if Derivative Works are created by the Licensee (in breach), such works shall be deemed property of the Licensor.


3. CONSIDERATION
    • The License Fee is a one-time, upfront, non-refundable fee, payable at the time of purchase via the Licensor's website.
    • No refunds or credits shall be issued for any reason, including dissatisfaction or project cancellation.


4. REPRESENTATIONS AND WARRANTIES
(a) Mutual Warranties
Both parties represent that:
    • They are legally authorized to enter into this Agreement.
    • This Agreement constitutes binding and enforceable obligations.
(b) Licensor Warranties
    • The Software will materially perform as described on the Licensor's official website at the time of purchase.
    • Any add-ons purchased will not diminish the functionality of the base Software.
(c) Title Warranty
    • Licensor warrants exclusive ownership of the Software and its intellectual property and confirms no third-party infringement exists.


5. TERM AND TERMINATION
    • The Agreement remains in force from the date of purchase until terminated by either party.
    • Licensor may terminate this license for breach. Licensee may terminate by uninstalling and destroying all copies.
    • No refund shall be issued upon termination.
    • Sections 2(a), 2(b), and 2(c) shall survive termination.


6. INDEMNIFICATION
The Licensee agrees to indemnify and hold harmless the Licensor and its affiliates against any claims, damages, losses, or legal actions arising from:
    • Breach of this Agreement.
    • Intellectual property infringement.
    • Tax or legal liabilities.
    • Unauthorized use or distribution of the Software.


7. LIMITATION OF LIABILITY
The Licensor shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profit, revenue, or data.                                                 
Total liability under this Agreement shall not exceed the License Fee paid by the Licensee for the Software in question.


8. FORCE MAJEURE
The Licensor shall not be held responsible for any delay or failure due to events beyond its control including acts of God, war, government regulations, or internet failures.


9. RELATIONSHIP OF PARTIES
This Agreement does not create any partnership, joint venture, agency, or employment relationship. The Licensee is an independent party.


10. MODIFICATION
The Licensor may modify this Agreement at any time. Continued use of the Software after changes are posted on the Licensor's website constitutes acceptance of the revised terms.


11. MISCELLANEOUS

(a) General Provisions
This Agreement:
(i) may be amended only by a written instrument signed by both parties;
(ii) may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument;
(iii) constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior written and oral agreements relating to such subject matter;
(iv) shall be governed by and construed in accordance with the laws of India; and
(v) shall be binding upon and inure to the benefit of the parties and their respective legal successors and permitted assigns.
Each party hereby irrevocably submits to the exclusive jurisdiction of the courts located in New Delhi, India, for any action or proceeding arising from or relating to this Agreement.

(b) Assignment
Except as specifically permitted under Clause 2(b)(iv) of this Agreement, the Licensee shall not assign, pledge, sublicense, or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Licensor. Any such unauthorized assignment shall be deemed void ab initio.

(c) Notices
Unless expressly stated otherwise, all notices, requests, consents, and other communications under this Agreement:
(i) shall be in writing;
(ii) shall be delivered by hand, sent via registered post, reputable courier service, or email (with delivery confirmation); and
(iii) shall be deemed to have been delivered upon receipt by the intended recipient, evidenced by signed delivery confirmation or email acknowledgment.

Communication details are as follows:
If to Webkul Software Pvt. Ltd.:
Webkul Software Pvt. Ltd.
H-28, Arv Park, Sector 63, NOIDA - 201301,
Uttar Pradesh, India

If to the Licensee:
At the address or email provided by the Licensee at the time of order placement or invoicing.

(d) Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable or, if not possible, shall be severed from this Agreement. The remainder of the Agreement shall continue in full force and effect, and such invalidity shall not affect the enforceability of any other provision.

(e) Acknowledgement
By purchasing, downloading, or using the Software, the Licensee confirms that it has read, understood, and agreed to the terms and conditions of this Agreement and commits to complying with them fully.

(f) Copyright
The Licensor retains exclusive ownership of the Software and all related intellectual property rights. The Software, whether in part or whole, is protected under applicable copyright and intellectual property laws. Unauthorized copying, distribution, modification, or resale constitutes infringement and may result in civil and/or criminal liability. The Licensor reserves the right to suspend or terminate the license of any unlicensed or non-compliant user without prior notice.

(g) Domain Usage
The License granted herein is valid for use on a single domain only, solely for the Licensee's internal business or personal purposes, unless otherwise expressly stated at the time of purchase. A separate license must be obtained for each additional installation or domain. Any unauthorized duplication, deployment, or distribution—whether commercial or non-commercial—shall constitute a material breach, triggering immediate termination and legal consequences.

(h) Public Disclosure
The Licensor may, at its discretion, include the Licensee's name or logo in its list of customers for marketing or informational purposes. Furthermore, the Licensor may disclose Licensee-related information to judicial, quasi-judicial, regulatory, or governmental authorities to comply with applicable laws or official directions, without requiring further consent.

(i) Post-Termination Use
In the event of termination, the Licensee shall cease all use of the Software immediately. Continued use after termination shall entitle the Licensor to seek injunctive relief and full recovery of damages, including reasonable attorney's fees, court costs, and enforcement expenses.


12. ARBITRATION
All disputes shall be settled by a sole arbitrator appointed in accordance with the Arbitration & Conciliation Act, 1996 (as amended).                                             
Place of arbitration: New Delhi, India                                                 
Language: English 


13. DATA PROTECTION & CONFIDENTIALITY
    • Both parties agree to protect and not misuse each other's confidential information or data.
    • The Licensee shall ensure that no personal or sensitive data processed through the Software is shared in breach of applicable data protection laws (e.g., the IT Act, 2000 or GDPR, where applicable).
    • The Licensor shall take reasonable steps to secure any customer or Licensee data it receives in accordance with its privacy policy.


14. AUDIT RIGHTS
The Licensor reserves the right to audit the Licensee's use of the Software to verify compliance. Audits shall be conducted during normal business hours with reasonable notice.


15. MAINTENANCE AND SUPPORT
Unless explicitly included at the time of purchase or otherwise agreed in writing, the license does not entitle the Licensee to support, upgrades, or maintenance services. These may be purchased separately or provided at Licensor's discretion.


16. EXPORT CONTROL
The Licensee agrees not to export or transfer the Software in violation of Indian export control laws or applicable international sanctions.