STANDARD LICENSE AGREEMENT
This Standard License Agreement (“Agreement”) is entered into as of the date set forth below between BioEnable Technologies Private Limited located at Office No.203,2nd level,Cyber City Tower S4,Magarpatta City,Hadapsar,Pune-411013,INDIA. main website: www.bioenabletech.com (“BioEnable”) and _______________(“Partner”) located at _______________ website: www..
1. Service: BioEnable will provide Partner with the online business application know as GPSintegrated (“Service”), or successor product name, and any new features that augment or enhance the current Service. BioEnable shall host the Service and may update the content, functionality, and user interface of the Service from time to time at its sole discretion. The Service allows Partner to offer further limited services to their customers.
2. License Grant. Subject to the terms and conditions of this Agreement and the Terms of Service (which are incorporated here in by reference) and posted at “Terms of Service” or successor website, BioEnable grants Partner during the term of this Agreement the non-exclusive and terminable license to use the Service. The rights granted to Partner here are provided to Partner on the condition that Partner does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile any GPSintegrated software (“Software”) or any part thereof or otherwise attempt to discover any source code, modify the Software in any manner or form, or use unauthorized modified versions of the Software, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service. Partner acknowledges and agrees that BioEnable shall own rights, title and interest in and to all intellectual property rights in the Service. Except as provided in this Agreement, the license granted to Partner does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by BioEnable.
3. License from Partner. Subject to the terms and conditions of this Agreement, Partner grants BioEnable the non-exclusive non-transferable right to copy, store, record, transmit, maintain, or display or otherwise use Partner Data to the extent necessary to provide the Service to Partner. This provision shall survive the termination of this Agreement.
4. License Term, Fee and Payment. The term of this agreement is for 12 months from ______________ (“Start Date”) to __________________ (“End Date”). Partner shall pay a total fee of ______________ (excluding Tax where Tax is chargeable and listed on the Performa Invoice) for the services listed on their Performa invoice number ___________________.
Payment method: Payable as partly onetime setup/service charges and balance as Monthly/Quarterly payments on receipt of the Invoice.
After the initial term, this Agreement shall be automatically renewed for successive one year periods, unless at least forty-five ( 45) days after notification of the renewal invoice, Partner provides BioEnable written notice of its intent not to renew the service sent to [email protected] BioEnable reserves the right to change the amount of the fee for the Service to list prices generally applicable to other Partners at the start of each renewal term upon forty-five (45) days prior written notice to Partner before, the expiration of the then current term. Any late payments shall be subject to a service charge equal to 1.5 percent of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less. In the event that BioEnable incurs any costs (including legal fees) for efforts in collecting overdue fees from Partner, Partner agrees to pay such costs. Partner further agrees to pay all foreign, federal, state, and local taxes, if applicable to Partner’s access to, use, or receipt of the Service.
5. Limited Warranties. BioEnable provides limited warranties of functionality, service level, and security, data maintenance and backup only as expressly provided in the “Terms of Service”, and which are incorporated herein.
6.Disclaimer of warranties. EXCEPT AS STATED lN THE “TERMS OF SERVICE” AND INCORPORATED HEREIN, BIOENABLE DOES NOT REPRESENT THAT PARTNER’S USE OF THE SERVICE WILL BE SECURE TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET PARTNER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICEAND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREEOF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN THE “TERMS OF SERVICE” ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY BIOENABLE. THERE ARE NO OTHER WARRANTIES OT CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE IS PROVIDED TO PARTNER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY. PARTNER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OT THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR PARTNER’S PURPOSES.
7.Limitations of Liability. PARTNER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH BIOENABLE IS CHARGING HEREUNDER DOESNOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY NETSUITE OF THE RISK OF PARTNER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, DIRECT OR INDIRECT DAMAGES OF ANY TYPE OF KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGANCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. The maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, tort, or otherwise, shall in no case exceed the equivalent 12 months in fees applicable at the time of the event. The essential purpose of this provision is to limit the potential liability of the parties arising from this agreement. The parties acknowledge that the limitations set forth in this section are integral to the amount of consideration levied in connection with the license of the services and that, were BioEnable to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Partner. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO ANY INDEMNITY OBLIGATIONS SET FORTH IN THE TERMS OF SERVICE.
8. Terms of Service. Partner acknowledges and agrees it has read, understands and aggress to be bound by the terms of Service posted at Terms Of Service. In addition, Partner agrees that any new features that augment or enhance the service, and/or any new service(s) subsequently purchased by the partner, will be subject to this Agreement.
9. Termination. Either party may terminate this agreement upon thirty (30) days written notice to the other party in the event of a breach of any provision of this agreement or the “Terms of Service” by the other party, provided that, during the thirty (30) day period, the bracing party fails to cure such breach. Upon termination or expiration of this Agreement, Partner shall have no rights to continue use of the Service. If this Agreement is terminated as a result of a breach on BioEnable’s part, BioEnable shall refund the pro rata portion of any fee that may have been paid by Partner for the portion of the Service not furnished to Partner.
a. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
b. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.
c. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
d.This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
e. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
f. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
g. All disputes arising out of or in connection with the present contract shall be settled under the Rules of Arbitration of the International Chamber of Commerce
(http://www.iccwbo.org/) by one or more arbitrators appointed in accordance with the said Rules.
1. a. The Agreement shall be governed in accordance with the laws of India.
b. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
THE UNDERSIGNED REPRESENTS THAT HE/SHE HAS THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT AS AN AUTHORIZED AGENT OF THE PARTY NOTED BELOW
ACKNOWLEDGED AND AGREED:
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