Terms of Use

1.1      License, SaaS services and support

a) Company hereby grants to the Customer, a non-exclusive, non-transferable, and non-sub licensable license to use the software of the Company as described under this Agreement and services related thereto for the purposes set out in this Agreement.

b) Subject to the terms of this Agreement, the Company shall provide to the Customer virtual QR Code Services for their business purpose. As part of the registration process, Customer will create an administrative username and password for Customer’s account.

c) Subject to the terms hereof, Company shall provide Customer with the technical support services as set forth in Section 1 of this Agreement.

1.2      Restrictions and responsibilities

a) Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Company’s services or any software licensed to the Customer hereunder, or documentation or data related thereto (“software”); modify, translate, or create derivative works based on the services or any software (except to the extent expressly permitted by Company or authorized within the services/software); use the services or any software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

b) Subject to the terms of this Agreement, both the parties hereby agree to indemnify and hold harmless Other party against any damages, losses, liabilities, settlements, and reasonable expenses (including without limitation reasonable costs and attorneys’ fees) in connection with any claim or action that arises from a violation of the foregoing.

c) Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the software and the services as specified by the Company, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “equipment”).  Customer shall also be responsible for maintaining the security of the equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the equipment with or without Customer’s knowledge or consent.

1.3      Publicity

a) Company shall, only with the prior written consent of the Customer, use the Customer’s brand name and logo in its marketing and publicity materials and online platforms to suggest that the Customer is a client of the Company.

b) The customer shall also work with the company to jointly establish value-proposition for the pertinent use case and to participate in the PR activities conducted by the company which includes joint press releases, webinars, customer interviews, testimonials & case-study videos.

1.4      Confidentiality; proprietary rights

a) Company’s technology solution is based on company’s flagship traceability product FOODSIGN® with specific customizations (if any) to meet Customer’s business needs. Hence Company owns the source code and intellectual property rights for the entire product.

b) Each party (the “receiving party”) understands that the other party (the “disclosing party”) has disclosed or may disclose business, technical, financial or other information relating to the disclosing party’s business (hereinafter referred to as “proprietary information” of the disclosing party).  Proprietary information of Company includes non-public information regarding features, functionality, and performance of the service.  Proprietary information of Customer includes: (i) non-public data provided by Customer to Company to enable the provision of the software and services; and (ii) all data and information generated by the Company, including with respect to Customer’s products in the course of performance of its services hereunder (“customer data”). The receiving party agrees: (i) to take reasonable precautions to protect such proprietary information, and (ii) not to use (except in performance of the services or in connection the transactions and purposes set out herein or as otherwise permitted herein) or divulge to any third person any such proprietary information.  Proprietary Information will not include information that (a) is or becomes generally available to the public with no default of the receiving party, or (b) was in  the possession of or known to the receiving party by prior to receipt from the disclosing party, or (c) was rightfully disclosed to the receiving party without restriction by a third party, or (d) was independently developed by the receiving party without use of any proprietary information of the disclosing party, or (e) is required to be disclosed by law.

c) Customizations developed to meet the business needs of the project will remain non-exclusive to customer and does not assign any intellectual property rights of the product or feature to the customer.

d) The Company shall: (i) maintain all matters pertaining to the services provided hereunder, including the results, data and information arising therefrom strictly confidential and shall not disclose the same to any person; and (ii) strictly maintain the confidentiality of the terms of this Agreement.

e) The confidentiality obligations of the receiving party shall survive for a period of 1(one) year from the date of termination of this Agreement.

f) The Customer shall be and remain the sole and absolute owner of all rights, title and interest in and to the proprietary information disclosed by it to the Company pursuant to this Agreement and nothing in this Agreement is intended to grant any rights to the Company in the Customer’s information, including the proprietary information.

g) Customer shall own all right, title and interest in and to the customer data, as well as any information, data and results that is based on or derived from the Customer data and provided to Customer as part of the services provided by the Company and all intellectual property rights therein.

h) Company shall own and retain all right, title and interest in and to

(a) the services and software licenses to the Customer hereunder, and all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation the foregoing services or support, and (c) all intellectual property rights related to any of the foregoing.

i) The Customer’s products, their specifications and compositions and other trade secrets of the Customer constitute valuable trade secrets of the Customer and all worldwide intellectual property rights in the foregoing and all improvements, enhancements, developments, and derivatives thereof are the exclusive property of the Customer. Nothing contained herein shall be deemed to grant the Company, either directly or by implication, estoppel or otherwise, any right or license in any Customer’s intellectual property and all other rights with respect to the Customer’s intellectual property not specifically granted to the Company hereunder are reserved by the Customer. Any unauthorized use or exploitation by the Company of the Customer’s data, intellectual property and proprietary information shall be considered a material breach of this Agreement.

1.5      Payment of fees

a) Subject to the terms of this Agreement and the Company providing its license and services as specified hereunder, Customer will pay to the Company the  fees described in Section 2 of this Agreement (Commercial Terms).If Customer believes that Company has billed customer incorrectly, Customer must contact Company no later than 60 (sixty) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.

b) Subject to the terms of this Agreement, payment must be made by the Customer within 15 (fifteen) working days of raising the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance.

c) Payment by the Customer is subject to the Company providing its services and meeting its other obligations in accordance with the terms of this Agreement.

d) To the extent that the Company fails to furnish the services as per the terms of this Agreement, the Customer shall have the sole right to not pay the fee (in part or full) The Customer may offset amounts owed by the Company to the Customer against amounts owed by the Customer to the Company.

1.6      Term and termination

a) This Agreement and the license granted to the Customer hereunder shall be valid for the term as specified in Section 2 of this Agreement (the “term”), unless terminated earlier in accordance with the terms of this Agreement.

b) Customer may terminate this Agreement at any time without cause by providing 30 (thirty) days prior written notice to the Company. The Company shall not terminate this Agreement except on account of a material breach by the Customer as specified Clause 3.5(c) below.

c) In addition to any other remedies it may have, either party may also terminate this Agreement if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within of thirty (30) days of notice thereof from the non-breaching party.  Subject to the terms of this Agreement, Customer will pay in full for the services up to and including the last day on which the services are provided. Upon termination for any reason, Company shall make all customer data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored customer data. All sections of this Agreement which are specified to survive or which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

1.7      Company’s Covenants and Warranties

a) Company warrants that the software licensed under this Agreement will perform in conformance with the specifications described in this Agreement and all documentation provided by the Company in connection therewith.

b) The Company shall perform its services in accordance with:

(i) the instructions, procedures, methods, controls, schedules, directions and in the manner specified by the Customer, from time to time; (ii) the time schedules established by the Customer; (iii) the practices and the standards prescribed by the Customer from time to time; (iv) the Customer’s protocols; and (v) the terms and conditions set out in this Agreement.

Company warrants that the services to be provided by the Company under this Agreement will:

(i) be in compliance with the terms of this Agreement; (ii) meet the specifications described in this Agreement and all documentation provided by the Company in connection therewith. If at any time the Company fails to provide the services in the manner and within the time schedule set out in this Agreement, the Company at its expense shall promptly initiate corrective action as required to remedy the Company’s defective performance. After delivery of the services, the Company shall make good any defect or imperfection therein, unless otherwise provided by the Customer. The performance by the Company of such measures shall be without prejudice to the Customer’s other rights or remedies under this Agreement, at law or in equity.

c) Company shall perform all its services hereunder in accordance with prevailing industry standards and shall and in a professional and workmanlike manner. Company warrants that the services will be available 24/7/365 and may be temporarily unavailable for scheduled maintenance as mutually agreed by the parties. The parties agree that the services may be affected on account of certain circumstances not attributable to and beyond the reasonable control of the Company.  Except as expressly set forth in this section, the services and implementation services are provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

d) Company warrants that the software and the services provided by the Company hereunder do not and will not violate any intellectual property or proprietary rights of any third party; and that the Company’s use of the software and the services will not infringe upon or violate any intellectual property or proprietary rights of any third party and the Company will defend and keep the Company fully indemnified in this regard.

e) The Company acknowledges that time is of the essence with respect to the delivery of all services. The Company shall perform its services in a timely manner and within the time schedule specified by the Customer from time to time.

f) The Company shall comply with all applicable, present, and future statutes, laws, regulations, rules, ordinances, orders or decrees relating to the provision of its services hereunder, with special emphasis on standards of care.

g) The Company (at no expense to the Customer) shall obtain, secure and maintain, in full force and effect, throughout the term of this Agreement, all registrations, permissions, approvals, consents, licenses, and other authorization that may be required to be obtained under any contract, applicable law, or from a governmental authority and/or otherwise from any person or third party, which are necessary for the Company to undertake and perform its obligations under this Agreement.

h) The Company shall not subcontract the performance of any of its obligations under this Agreement.

i) The Company shall maintain complete and accurate records and original documentation, including but not limited to those in electronic form, of all records, data and information: (i) received, created, generated, collected, processed and/or stored by the Company in connection with its performance of the services under this Agreement; (ii) relating to all its activities and transactions arising out of or relating to this Agreement; and (iii) relating to its compliance of the terms of this Agreement, including but not limited to performance of its services, data security, confidentiality, legal and regulatory compliance etc. (“Contract Records”). The Company shall, as a part of its services, prepare and submit all reports, including the Contracts Records, to the Customer. The Customer and its employees, representatives, agents, internal and external auditors, experts, and other personnel that the Customer may designate from time to time shall have the right to audit, inspect, verify and examine the Contract Records and other documents and materials in the possession of, or under the control of, the Company with respect to the subject matter of this Agreement.

1.8      Limitation of liability

a) Except for: (i) breach by a party of its confidentiality obligations contained herein; (ii) a violation by a party of the intellectual property rights of the other party; (iii) a breach by a party of  its non-solicit obligations hereunder; and/or (iv) wilful negligence or misconduct of a party, in no event shall: (i) either party be liable to the other party for any indirect, exemplary, incidental, special or consequential damages; and (ii) the liability of a party exceed the fees paid by Customer to Company for the services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not a party has been advised of the possibility of such damages.

1.9      Non-Solicitation

a) During the term of this Agreement and for a period of twelve (12) months thereafter, neither party shall, without the prior written consent of the other party, solicit, recruit or hire any person who is presently, or during the non-solicitation period becomes, an employee of the other party, unless such person is involuntarily discharged by the other party or twelve (12) months have elapsed since the voluntary resignation of such person or precluded by this Agreement.

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