Liquidice®

Please read these terms of use of the LIQUIDICE^® software ("Software Terms") carefully before using the Software. This is a legally binding contract. By assenting electronically, installing the Software or using the Software Licensed to you under the SLA, you are agreeing to be bound by all the Software Terms on behalf of yourself and the entity or individual you represent and for whose device or environment you have acquired the Software. If you do not agree with these Software Terms, do not continue the installation process or do not use the Software and contact the Licensor immediately. Please note that your disagreement with the Software Terms does not directly entitle you to a refund. Subject to these Software Terms and the SLA, the Licensee shall still remain liable for payment of the License Fees for the portion of the License Period for which the Software has been used and services and maintenance support obtained from the Licensor. You acknowledge by your use of the Software that you have read and understood these Software Terms and have accepted the same in full.

1.	GENERAL
	1.1	Licensee shall be entitled to use the Software only within such premises, for such number of authorised users and in such manner as shall be specified by the Licensor.
	1.2	The arrangement between the Licensor and the Licensee in respect of the License is on a non-exclusive basis. The Licensor has the right to license the Software to any other Person, or to use, exploit, advertise, market or promote the Software or any component or constituent module of the same, in any manner whatsoever. Nothing in the SLA or these Software Terms shall prevent the Licensor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products, software and/or services which are similar to those Licensed to the Licensee.
	1.3	The Licensee shall use the Software strictly in compliance with the Documentation and Licensor's instructions and without any modification or alteration to the Software by any party other than the Licensor or the Licensor's duly authorised contractors or agents.
	1.4	If any customization/support other than as specified in the SLA is required to be provided to meet Licensee's specific requirement, then such services shall be charged as per the commercials terms specified by the Licensor.
	1.5	Upon a written request of the Licensee, the Licensor may share the Licensor's Support Process Document with the Licensee.
	1.6	The Licensee shall provide the Licensor with all necessary co-operation and access to such information as may be required by the Licensor to provide the Services, including but not limited to security access information and configuration services, etc.
	1.7	The Licensee shall ensure that its network and systems comply with the relevant specifications provided by the Licensor from time to time.
	1.8	The Licensor shall not have any access to the data/information or environment of the Licensee and would not be in a position to verify and ensure appropriate backups of data of the Licensee. The Licensee shall undertake the responsibility of maintaining periodic backups of the Software database and the data/information of the Licensee;
	1.9	The Licensee shall not, at any time, do or cause to be done, any act or thing, directly or indirectly, contesting or in any way or impairing any part of Licensor's rights, title or interests in or to the Software or the License.
	1.10	The Licensee shall not, at any time, directly or indirectly, adapt, translate, reverse engineer, decompile, modify or disassemble the Software or develop any Improvements or create any Derivative Work based on the Software without the prior written consent of the Licensor.
	1.11	The Licensee acknowledges that these Software Terms and the SLA does not allow or endorse the use of the Software in any manner that violates local, government or international Law.
	1.12	The Licensee shall not challenge the Licensor's ownership, right, title or interest to the Software or any application for registration and/or registration thereof by the Licensor, nor shall the Licensee, directly or indirectly, seek to register the Software or any part thereof with any Governmental Authority.
	1.13	The Licensee expressly acknowledges and agrees that, other than the License, the Licensee has no right or claim to any other rights in, or to the use of, other Intellectual Property Rights owned by the Licensor, whether expressly, by implication, by estoppel and the License including any goodwill that is generated in relation to the Software through such use or promotion by the Licensee shall inure to the benefit of the Licensor.
	1.14	If the Licensee becomes aware of (a) any unauthorised use or infringement by any third party of the Intellectual Property Rights in the Software or (b) any assertion by any third party that the Software constitutes an infringement of such third party's Intellectual Property Rights, the Licensee shall promptly notify the Licensor of the same.
	1.15	The Licensee shall ensure that the performance of its obligations under these Software Terms and the SLA is in accordance with the best industry practice and the Licensee shall not do any act, which might in any way impair or detrimentally impact the reputation or the goodwill of the Licensor.
2.	IMPROVEMENTS AND DERIVATIVE WORKS
	2.1	If the Licensor develops any new versions of the Software, creates Improvements or Derivative Works based on the Software, the Licensee may use such new versions of the Software pursuant to such terms as may be mutually agreed between the Parties. Such new versions, Improvements or Derivative Works developed by the Licensor shall at all times be the sole property of the Licensor and shall only be considered to be a part of the License granted under these Software Terms and the SLA, subject to acceptance of such additional terms and conditions as are mutually agreed by the Parties.
3.	LICENSE FEES
	3.1	The License Fee payable to the Licensor as specified under the SLA shall be subject to deductions / withholding as required under applicable tax laws. In the event the License Fee is not received in full by the Licensor in the manner as set out herein and in the SLA, the Licensor shall be entitled to discontinue the operation of the Software and render the Software unusable by the Licensee and/or terminate the SLA. In such event, the Licensor shall not be liable for any Losses suffered by the Licensee including any indirect, incidental or consequential damages whatsoever.
4.	LIMITATION OF LIABILITY
	Notwithstanding anything to the contrary specified in these Software Terms and the SLA, any liability of the Licensor herein and under the SLA (regardless of form or basis of action) shall be limited to the License Fees actually received by the Licensor for the respective annual period of the License. This provision shall survive the termination of the SLA. The Licensor shall not be liable for any indirect, incidental or consequential damages including damages for loss of profits, business, revenue, goodwill or anticipated savings arising out of the performance of the Software or the Services.
5.	INTELLECTUAL PROPERTY RIGHTS
	5.1	The Licensee acknowledges that any and all Intellectual Property Rights in relation to the Software and Improvements thereto and any Derivative Works created by the Licensor, its assignees, licensees etc. in connection with the Software, shall always belong to Licensor absolutely, forever, without any territorial limitations and the Licensor shall have a free and unfettered right to exploit any and all of the foregoing, by any and all manner, throughout the world, together with the right to authorize others so to do.
	5.2	The Licensee shall not have and shall not make any claims in respect to any Intellectual Property Rights in relation to the Software. The Licensee irrevocably and unconditionally waives any and all rights relating to the Software and any moral rights or any rights of similar nature pertaining to Software to which the Licensee may be entitled under any legislation now existing or in future enacted in any part of the world.
6.	CONFIDENTIALITY
	6.1	Each Party agrees that it shall keep all the Confidential Information of the other Party confidential and shall not divulge such Confidential Information to any other Person or use such Confidential Information other than for the purpose for which it was provided or profit from the same in an unauthorised manner. Provided however that, the Licensor shall not be responsible for protection or security of any sample data files shared by the Licensee with the Licensor and disclosure of the same shall not be considered to be a breach by the Licensor of this confidentiality provision.
7.	AMENDMENT
	The Licensor may amend/revise/modify any term or condition of these Software Terms at any time Your continued use of the Software at any point subsequent to such amendment of the Software Terms shall constitute your acceptance of the amendment of these Software Terms.
8.	TERMINATION
	8.1	The Licensor may terminate the SLA and the License with immediate effect by notice in writing to the Licensee upon the occurrence of any of the following events (each an “Event of Default”):
		8.1.1	If the Licensor is not in receipt of the License Fees as per the provisions of the SLA; or
		8.1.2	the Licensee commits a breach of the Software Terms and/or the terms and conditions of the SLA which breach if capable of being remedied, is not remedied within 15 (fifteen) days of written request by the Licensor to do so; or
		8.1.3	if any of the representations and warranties provided by the Licensee are found to be misleading, incorrect or untrue; or
		8.1.4	if the Licensee is adjudicated insolvent, declares bankruptcy or a liquidator, receiver or administrator is appointed for its assets or business or it enters into a compromise with its creditors or takes or suffers any similar action in consequence of a debt.
	8.2	The Licensee may terminate the SLA and the License with immediate effect by notice in writing to the Licensor upon the occurrence of any of the following events (each an “Event of Default”):
		8.2.1	the Licensor commits a breach of the Software Terms and/or the terms and conditions of the SLA which breach if capable of being remedied, is not remedied within 15 (fifteen) days of written request by the Licensee to do so; or
		8.2.2	if any of the representations and warranties provided by the Licensor are found to be misleading, incorrect or untrue; or
	8.3	Any termination of the SLA shall in no way affect the rights that have already accrued to a Party prior to or at the time of termination of the SLA.
	8.4	In the event the SLA expires or terminates, then unless otherwise specified, the provisions of Clauses 3 (iv) and 3 (v) of the SLA and Clauses 1.9, 1.10, 1.11, 1.12, 4, 5, 6,8, 9, 10, 11, 12, 13, 14, 15 and 16 of the Software Terms shall survive termination of the SLA as per the terms thereof.
9.	CONSEQUENCES OF TERMINATION
	9.1	Upon the Licensor terminating the SLA, without prejudice to any rights of the Licensor under the SLA, Law or equity:
		9.1.1	all rights granted to the Licensee hereunder together with the License, shall cease forthwith without the requirement of any further act or instrument. In addition, the Licensee will execute such documents and instruments requested by the Licensor, which are necessary to accomplish or confirm the foregoing; and
		9.1.2	the Licensee shall forthwith cease accessing and using the Software.
10.	GOVERNING LAW
	The SLA and this License shall be governed and construed in accordance with the Laws of India. Subject to the provisions of Clause 11 below, the Parties agree to submit to the exclusive jurisdiction of the courts in Mumbai, Maharashtra in connection with any dispute arising out of or in connection with these Software Terms and the SLA.
11.	DISPUTE RESOLUTION
	11.1	If any dispute arises between the Parties hereto during the subsistence of the SLA or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the SLA or these Software Terms, the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement will be considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 (thirty) days, gives a notice thereof to the other Party in writing.
	11.2	In case of such failure, either Party may refer the dispute to a sole arbitrator mutually appointed by both the Parties. If the Parties fail to mutually appoint the arbitrator within 30 (thirty) days, the arbitrator shall be appointed in accordance with provisions of Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996.
	11.3	The place of the arbitration shall be Mumbai, Maharashtra, India.
	11.4	The proceedings of arbitration shall be in the English language.
	11.5	The arbitrator's award shall be substantiated in writing.
	11.6	The award shall be binding on the Parties subject to the applicable Laws in force and the award shall be enforceable in any competent court of Law.
12.	NOTICES
	12.1	Any notice provided for under the Software Terms or in the SLA shall be in writing and shall be either (i) by prepaid registered post with acknowledgement due or (ii) by internationally recognised courier service or (iii) through email, in the manner, as elected by the Party giving such notice:
		12.1.1	In the case of notices to the Licensor: Address: Omniscient Software Pvt. Ltd., B/401, Windsor Avenue, Survey 60/3, Off Salunke Vihar Road, Wanowrie, Pune 411022 For attention of: Milan Mehta / Swapnesh Patel Email id: info@omniscient.co.in;
		12.1.2	In the case of notices to Licensee: The notice shall be given on the address and to the attention of such person to whom the SLA is addressed.
	12.2	All notices shall be deemed to have been validly delivered on (i) 3 (three) business days after dispatch, if sent by prepaid registered post with acknowledgement due or courier or (ii) if sent by e-mail, at the time of confirmation of transmission recorded on the sender's computer.
	12.3	Any Party may change its address or representative for receipt of notices by giving to all the other Parties not less than 15 (fifteen) days prior written notice.
13.	FORCE MAJEURE
	The Licensor shall not be liable to the Licensee for the failure or delay of performance of its obligations under the SLA or these Software Terms to the extent that such failure or delay is caused by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Licensor or any other party), failure of a utility service or transport, act of God, war, riot, civil commotion, malicious damage, compliance with any Law or governmental order, rule, regulation or direction, accident, fire, flood, storm (“Force Majeure Event”). If the Licensor is unable to perform its obligations for reasons as set out in this Clause, the Licensor shall: (a) inform the Licensee of the occurrence of the Force Majeure Event and the probable length thereof (to the extent predictable); and (b) resume performance as soon as practicable upon the cessation of the relevant Force Majeure Event.
14.	MISCELLANEOUS
	14.1	Relationship: The Parties agree that this arrangement under the SLA is strictly on a principal to principal basis and shall always be construed accordingly. None of the Software Terms or the provisions of this SLA shall be deemed to constitute an agency or an employer-employee relationship or partnership between the Parties hereto.
	14.2	Partial Invalidity: If any provision of these Software Terms or the SLA or the application thereof to any Person or circumstance shall be deemed to be invalid or unenforceable to any extent for any reason including by reason of any Law, the remainder of these Software Terms and the SLA and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of these Software Terms and the SLA shall be valid and enforceable to the fullest extent permitted by Law. Any invalid or unenforceable provision of these Software Terms and/or the SLA shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
	14.3	Waivers: No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under these Software Terms and the SLA shall operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in these Software Terms and the SLA are cumulative and not exclusive of any rights or remedies provided by applicable Law.
15.	DEFINITIONS
	For the purposes of these Software Terms and the SLA, unless the context otherwise requires, the following words/terms shall have the meaning ascribed to them hereinbelow, unless defined otherwise in the body of the Software Terms or in the SLA:
	15.1	“Affiliate” shall mean, with respect to any entity, any other Person that, directly or indirectly through one or more of its intermediaries is Controlled by such entity;
	15.2	“Confidential Information” shall mean any data or information relating to Licensor's past, present, or future research, development or business activities, including any unannounced products, services and software, and any information relating to the Software or the Services including source codes and object codes, processes, plans, specifications, notes, memoranda and other writings of a technical nature, Documentation, records, marketing plans, business strategies, trade secrets, computer software programs, information regarding actual or potential customers and suppliers, employees and Affiliates, forecasts, projections and terms of these Software Terms and the SLA ;
	15.3	“Control” shall mean the power to direct the management or policies of a person, whether through the ownership of more than 50% (fifty percent) of the voting power of such person or, through the power to appoint more than half of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise;
	15.4	“Documentation” shall mean all operator, technical and user manuals, training materials, guides, listings, specifications and other materials for use in conjunction with the Software as generally furnished by Licensor to the licensees of the Software;
	15.5	“Derivative Works” includes works that are based upon one or more pre-existing works, such as: (a) for copyrightable or copyrighted material, any translation, modification, correction, addition, extension, upgrade, Improvement, compilation, abridgment, revision or other form in which such material may be recast, transformed or adapted; (b) for patentable or patented material, any Improvement thereon; and (c) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material that may be protected by any of copyright, patent and trade secret;
	15.6	“Governmental Authority” includes any government, any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of any nation or any political subdivision thereof; any court; tribunal or arbitrator; and any self-regulatory organization;
	15.7	“Improvements” include any modification, upgrade, change, alteration or variation or any discovery, improvement, invention, innovation, extension or other enhancement, including any Intellectual Property Rights contained therein, that is based on or derived from the original work and is capable of being incorporated into the original work;
	15.8	“Intellectual Property Rights” includes all forms of intellectual property subsisting under the Laws of India and all similar or analogous rights subsisting under the Laws of other jurisdictions and shall include any product or process of the human intellect whether capable of registration as patents, trademarks, copyrights, designs or otherwise such as an invention, or derivative works of the same expression or literary creation, unique name, trade secret, business method, database, industrial process, computer program, source code, process, presentation, etc.;
	15.9	“Law” includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, regulations, by-laws, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority;
	15.10	“Losses” shall mean and include losses, liabilities, damages, deficiencies, demands, claims (including third party claims), actions, judgments or causes of action, assessments, interest, penalties and other costs or expenses (including, without limitation, reasonable attorneys' fees and expenses);
	15.11	“Parties” shall mean the Licensor and the Licensee collectively and shall include the Sponsor Bank (if applicable) and “Party” shall be construed accordingly to refer to each of them individually;
	15.12	“Person(s)” includes any individual or legal entity, a corporation, firm, company, joint venture, trust, association, organization, partnership or proprietorship, including any Governmental Authority;
	15.13	“SLA” shall mean the Software License Letter Agreement executed between the Licensor and the Licensee for the License of the Software; and
	15.14	“Software” shall mean the object code version of the module and version of proprietary software owned by Licensor and licensed to the Licensee under the SLA and Documentation as provided in conjunction with Software. References to the Software shall include references to any part thereof and to all enhancements, maintenance releases and software upgrades which are identified and granted in accordance with the terms of the SLA.
16.	INTERPRETATION
	16.1	The terms referred to in these Software Terms and the SLA shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meaning ascribed to it under the relevant statute/legislation.
	16.2	All references in these Software Terms and the SLA to statutory provisions shall be construed as meaning and including references to:
		16.2.1	any statutory modification, consolidation or re-enactment (whether before or after the Execution Date) for the time being in force;
		16.2.2	all statutory instruments or orders made pursuant to a statutory provision; and
		16.2.3	any statutory provision of which these statutory provisions are a consolidation, re-enactment or modification.
	16.3	Words denoting the singular shall include the plural and words denoting any gender shall include all genders.
	16.4	Headings to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of these Software Terms and/or the SLA and shall be ignored in construing the same.
	16.5	Reference to days, months and years are references to Gregorian days, months and calendar years respectively.
	16.6	Each of the representations provided in these Software Terms and the SLA is independent of other representations in these Software Terms and the SLA and unless the contrary is expressly stated, no Clause in these Software Terms and the SLA limits the extent or application of another Clause.
	16.7	A reference to a specific time for the performance of an obligation is a reference to that time in the country, province, state, country or other place where that obligation is to be performed.
	16.8	“In writing” includes any communication made by letter or fax or e-mail.
	16.9	The words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.
	16.10	The Parties have been represented by counsel during the negotiation and execution of the SLA and, therefore, waive the application of any law, regulation or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.