SOFTWARE LICENSE AGREEMENT

This AGREEMENT is made effective on the date of the purchase of the software between Webkul Software Pvt. Ltd.,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 is an ISO and NSR (NASSCOM) certified organization having a team of more than 150 creative engineers which come from different backgrounds. It has developed more than 700 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

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.

Software License

1. 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:
   1. 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 ( Except Joomla modules , listed on store are entitled to be used on unlimited domain as per the standard guidelines ) 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.
      
   2. The right and license does not authorize the Licensee to make any backup or archival copies of the Software and / or the Source Code and Documentation.
   1. Licensor shall enable the Licensee to download one complete copy of the Software.
      
   2. The Software is intended for the sole use of the Licensee in development of its own website/ mobile app.
      
   3. 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.
      
   4. Licensee is not authorized to appoint, or work with, third parties to perform any development services using the Source Code, the source code to Derivative Works and/or the Documentation on behalf of, or working with, the Licensee. Release of Source Code, Derivative Work source code and/or Documentation to any third party shall be considered as violation of the Agreement, inter-alia entailing forthwith termination and legal action.
      
   1. 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.
      
   2. 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.

   Consideration

   1. 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.
      
   2. 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.

   Representations and Warranties

   Mutual

   1. such party is a legal entity duly organized, validly existing and in good standing;
      
   2. such party has the power and authority to conduct its business as presently conducted and to enter into, execute, deliver and perform this Agreement.
      
   3. 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;
      
   4. 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.

   Licensor warrants that, at the time of purchase of the Software:

   1. 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
      
   2. 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.

   Title

   Term

   1. 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.
      
   2. 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.