Team Creative

8/12/2019 Team Creative

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End-User License Agreement

This End-User License Agreement (“The Agreement ”) is made 2nd day of May 2014

BETWEEN

FORADIAN TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956

registered with Ministry of Corporate Affairs by CIN U72200KA2009PTC048999 and having its registered office

at #2733, 1st Floor, 27th Main, 16th Cross, HSR Layout Sector-1. Bangalore-560102, Karnataka State,

INDIA, (hereinafter referred to as the “Licensor”, which expression shall, unless repugnant to the context thereof,

be deemed to mean and include Licensor and its affiliates, successors in interest, managers and permitted

assigns) and represented herein by its authorised signatory Mr .Arun Raveendran

AND

Team Creative, a company incorporated under the laws of Bangalades, having its registered office at here

House # 54 (4th floor), Road # 10, Block - E Banani, Dhaka - 1213 Bangladesh inafter referred to as

“Licensee” which expression shall unless excluded by or repugnant to the subject or context be deemed to

include its successors, nominees and permitted assigns) represented herein by its authorized signatory Mr. The Licensor and Licensee shall be individually referred to as “Party” and collectively as the “Parties”,

WHEREAS

(A) Licensor is the owner of Software (defined herein below) and is entitled to and possesses the right

to use, license and further develop the Software.

(B) Licensee is desirous of obtaining the right to install, implements, and/or use the Software (defined

herein below) on terms of License (defined herein below) for its internal purpose.

(C) Licensor agrees to provide the License to use the Software to the Licensee on the terms and

conditions mentioned in this Agreement.

1. DEFINITION

In this Agreement:

a. “ Affiliate” means any present or future entity which, directly or indirectly, or through one or more

intermediaries, controls, is controlled by or is under common control of or with a Party to this

Agreement. For the purposes of this Agreement, a Person controls or is controlled by a Party if such

Party or Person, as the case may be, possesses the direct or indirect power to direct or cause the

direction of the management and policies of such Person or Party , as the case may be, whether

through the ownership of voting securities, by contract or otherwise;

b. “ Applicable Laws” means the laws in force in India.

c. “Confidential Information” has the meaning set forth in Section 11.1.

d. “Documentation” means the operating instructions (including on line instructions) and user manuals

provided by Licensor in connection with the Software.

e. “Effective Date” means the date on which Licensee signs this Agreement, or the date set forth on any

Addendum to this Agreement.

f. “Embedded Software” means the embedded run-time versions of certain third party software that

may be included in the Software.

TEAM CREATIVE Confidential of 13



g. “Fees” means the fees Licensee is required to pay to the Licensor for the Licenses, Maintenance

Services and Training Services, if applicable, as set out in the table provided in the Annexure 1

annexed hereto, or in respect of any other Software licensed or Maintenance Services or Training

Services provided under this Agreement, the fees set out in any invoice which Licensor issues to

Licensee.

h. “Legal Action” has the meaning set forth in section 10.1.

i. “License” means the license to use the Software listed in the table provided in the Annexure 1 that is

granted pursuant to Section 2 of this Agreement and associated Documentation and subject to any

other terms, conditions and restrictions set out in this Agreement.

j. “License Certificate” means a certificate that Licensor issues to Licensee under this Agreement for

administrative purposes, which describes that the Software and the type of License Licensor has

granted to Licensee for that Software. In the event there is any discrepancy or conflict between the

information contained in a License Certificate and any other provision of this Agreement (including

any schedules or addenda), the provisions of the Agreement shall prevail and govern.

k. “Maintenance Services” means the particular maintenance services pertaining to the Software as

offered by the Licensor, and selected by Licensee from the table provided in the Annexure 1 annexed

hereto in effect at the time such Maintenance Services are provided which provide on-going support

for the Software. Different levels of Maintenance Services may be offered by Licensor and selected by Licensee. Licensor’s policies and procedures governing Licensor’s provision of “Maintenance

Services” in effect as of the Effective Date of this Agreement and a copy of which is attached hereto this

Agreement as Annexure II. Such policies and procedures are subject to change from time to time, and

such policies and procedures, and any updates to such policies and procedures, shall continue to be

posted on either this same website or a replacement website; Licensee will be notified of any such

replacement website.

l. “Modifications” means any modifications, reconfigurations or enhancements to the Software, subject

to the terms of this Agreement, and such modifications, reconfigurations or enhancements are a part of

the Software and are proprietary to Licensor.

m. “Processor Units” means those processors where the Licensee shall host or install the Software.

n. “Software” means the object code or source code version (as the case may be) of the software described in the table provided in the Annexure 1 to this Agreement, including, plug-ins (if any)

Embedded Software, any Updates, and any Modifications.

o. “Term” shall mean either Initial Term or Renewal Term, or both of them, as defined in this

Agreement.

p. “Training Services” means the training services offered by Licensor in the use of certain Software

(excluding Software that is a third party product sub-licensed by Licensor to Licensee).

q. “Updates” means modifications, enhancements and updates of the Software as Licensor may from

time to time generally commercially release to licensees of the Software pursuant to Licensor’s

provision of Maintenance Services to such licensees.

r. “Use”, with its grammatical variation and cognate expressions, (i) with regards to the Software, means

to activate the processing capabilities of the Software, load, execute access, employ the Software, or display information resulting from such capabilities; and (ii) with regard to Documentation and other

related materials the use of such Documentation and other related materials in the manner provided in

this Agreement.

s. “Users” shall mean the authorized personnel of the Licensee authorized to Use the Software in the

manner specified by terms of this Agreement.

2. LICENSE




2.1 License Terms.

a. Subject to the payment of Fees as provided under Annexure 1, Licensor hereby grants to Licensee a

non-exclusive, non-transferable License to Use the Software and related Documentation solely by the

Licensee (except as otherwise permitted under this Agreement) for its internal purposes, and modify or

enhance the software for its internal use, and subject to the restrictions set out in this Agreement.

b. Use of Software. Licensee acknowledges that Licensor exercises no control whatsoever over the content of the information distributed as a result of Licensee’s use of such Software and that Licensee is

solely responsible to ensure that the information or use of such Software for the transmission and

receipt of the information continues to comply with all Applicable Laws and regulations, and that it is

Licensee’s responsibility to understand and be aware of laws and regulations governing the use of the

Internet and email, as well as any changes to such laws and regulations.

2.2 Types of Licence. Licensee may Use the Software only in accordance with this Agreement depending on

the type of Licence the Licensor has granted. The table provided in the Annexure 1 set out the type of

Licence which Licensor hereby has granted Licensee for each item of Software. Licensee shall be entitled to

Use the Software only for the Licensee’s internal business and without limitation in the designated

processor units as recommended by the Licensor. The License is restricted to per Location as selected in

Annexure 1 attached hereto. For each additional Location Licensee shall have to request for additional

License which shall be granted by the Licensee at its sole discretion. For this purpose of this clause, “Location” shall mean the school, institution, or the premises mentioned in Annexure 1 for which License

is procured hereunder. This License expressly excludes all Embedded Software from its purview and the

Licensee may be required to take additional licenses, if required, from the owners of the Embedded

Software in this regard, unless otherwise facilitated by the Licensor hereunder.

Notwithstanding, anything contained in this Agreement, the Licensor hereby restricts the Use of the

Software by any subsidiaries, Affiliates or other related third parties of the Licensee in any manner

whatsoever.

2.3 Workstations. Licensee shall be responsible to arrange, manage or control the Processing Units, unless

otherwise agreed between the Parties hereto in separate agreement, for hosting or installing the Software.

Any of Licensee’s Users may use the Software on only such Processor Units, for which the Licensor has

been granted permission to install and Use the Software. Licensee agrees that Licensor shall not be liable

for non performance of the Software, the cause of which attributable to: (i) non performance of the Processing Unit, and/or (ii) Processing Unit is not compatible with the Software.

3 LIMITATIONS; OWNERSHIP; AUDIT; MARKETING

3.1 Copies. Licensee shall not create any back-up copies of the Software by whatever method including file

archiver however provided that Licensee shall have the right to create back-up copies of data generated

through its internal business Use of Software, or by Users of the Licensee, or permitted customization of

the Software..

If Software is corrupted and fails to perform during the Term then Licensee may copy or clone the Software

from the master source code hosted in the repository server of the Licensor with prior written consent of

the Licensor.

3.2 Limitations on Use. Licensee will not:

(1) sell, rent, lease, sub-license, transfer or distribute the Software and/or any copies of the Software or

Documentation to, or permit the use of, the Software or Documentation to any parties other than

Licensee, unless Licensor and Licensee have agreed in writing as to such sale, rental, lease,

sublicense, transfer, distribution or use;

(2) modify, translate, reverse engineer, decompile, or disassemble the Software (except to the extent

Applicable Law specifically requires such activity), except to the extent that the License Licensor

has granted to Licensee permits Licensee to modify or enhance any Software;




(3) modify the Documentation;

(4) create derivative works based upon the Software or the Documentation (provided, however, that

Licensee may make its own summaries of the Documentation for internal reference purposes only);

or

(5) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the

Software or the Documentation.

3.3 Ownership Licensee acknowledges that, as between Licensee and Licensor, Licensor or Licensor’s

licensors, own the Software and the Documentation (including any and all related copyright, patent, trade

secret and other intellectual property rights) and that Licensee has no right, title or interest in the Software

or the Documentation except for the right to use them as permitted by this Agreement.

3.4 Use of Third Party Software. Subject to 8.1(b) Licensor represent that the Software includes Embedded

Software if provided by the Licensor in this Agreement or Annexure 1. If the vendors of Embedded

Software, provide by the Licensor hereunder, changes licensing terms and/or price thereof which

eventually affects the business of the Software, then the Licensor, at its sole discretion, may terminate the

agreement with such vendors without any further liability towards the Licensee. In connection to the

foregoing Embedded Software, if such Embedded Software does not perform or not compatible to the

Processing Units where the Licensee hosts or install the Software, Licensee may opt to discontinue (to the

extent technically it is possible without change in the source code of the Software) the facility of such Embedded Software provided by the Licensor without prejudice to any right of Licensor for the Fees agreed

hereunder.

Licensee may use Embedded Software (other than those referred in this Agreement and provided by the

Licensor) for the purpose of this Agreement only after obtaining the applicable licenses from the

concerned owners of the Embedded Software (hereinafter referred to as “Third Party Embedded Software”).

Licensee agrees to indemnify Licensor for any damages awarded against Licensor (including, without

limitation, reasonable costs and legal fees thereby incurred by Licensor) arising out of or relating to any

unauthorized use of Third Party Embedded Software in connection with this Agreement or Licensee’s Use

of the Software.

3.5 Audits. Once per year, prior to the renewal of Licensee’s Maintenance Services, Licensee shall perform a

self-audit verifying that the Software is being used pursuant to the provisions of this Agreement including

any user and other limitations, and, if applicable, listing the locations, types and serial numbers of the

Processor Units on which the Software is being run. For the purposes of such annual self-audit, Licensor

shall provide the Licensee with an audit report form and give Licensee advance notice of when this report

is due. In addition to the foregoing annual self-audit, at Licensor’s request, but not more than once each

year and upon reasonable notice, Licensee shall permit Licensor to perform a physical audit of those of

Licensee’s records which are relevant to Licensee’s Use of the Software, in order to confirm Licensee’s

compliance with this Agreement. Licensor shall conduct any physical audit during Licensee’s normal

business hours and without undue inconvenience to Licensee or its employees, and Licensee agrees to

cooperate with Licensor to enable Licensor to do so. Licensee will immediately pay Licensor the amount

of any payments that are found to be payable, in addition to the Fees, as a result of any audit. In addition, if

an audit reveals that Licensee has underpaid any Fees by more than five percent of the amount properly

payable, then Licensee will reimburse Licensor for its reasonable costs of conducting the audit.

4 DELIVERY & PAYMENT TERMS

4.1 Payment; Taxes. Licensee will pay Licensor, the Fees set out in the table provided in the Annexure 1 to

this Agreement . The Licensee covenants that it shall pay any Fees within a period of 30 days from the

date of the invoice to Licensee. In addition to Fees agreed herein, the Licensee shall pay Licensor an

amount equal to any additional payments incurred by Licensor in connection with the discharge of its

obligations under this Agreement, including but not limited to any taxes, levies and duties, however

designated or levied, domestic or foreign, irrespective of country, state, provincial and local sales and

taxes and goods and services tax, paid or payable by Licensor., including interest and penalties, if any,

exclusive, however, of any taxes that are based on the net income of Licensor. If Licensee is or may be




required under any law or regulation of any governmental entity or authority, domestic or foreign, to

withhold or deduct any portion of the payment due to Licensor, then the sum payable will be increased by

the amount necessary to yield to Licensor an amount equal to the sum Licensor would have received had

no withholdings or deductions been made. All monetary amounts expressed in this Agreement are

exclusive of any sales taxes. In addition to the Fees set out in the table provided in Annexure 1 to this

Agreement, the Licensee shall pay Licensor an amount equivalent to applicable indirect taxes (including

service tax and/or VAT, if any) due as on the date of payment of Fees.

4.2 Delivery. All Software and Documentation will be sent to Licensee’s designated server or Licensee may

download the Software and Documentation from the online source designated by the Licensor. Licensee is

deemed to have received the Software and Documentation upon delivery to Licensee of the access codes

permitting Licensee to download the Software and the Documentation electronically. For greater certainty,

the receipt shall not affect the warranties Licensor provides under this Agreement with respect to the

Software and the Documentation. Notwithstanding anything contained herein, the Licensor shall not be

liable for failure of delivery attributable to interruption of internet services or causes beyond the control of

Licensor.

5 SERVICES

5.1

Services Not Included. Under this Agreement, Licensor shall not provide the Licensee with any services other than Maintenance Services and Training Services, if and as required by the Licensee. In addition

thereto, and notwithstanding anything contained in this Agreement, Licensor disclaim to provide any

onsite Maintenance Services or Training Services to the Licensee.

5.2 Maintenance Services. Licensee will purchase Maintenance Services for the mandatory initial term set

out either in the table provided in the Annexure 1 to this Agreement or in any invoice for Software which is

licensed to Licensee after the date of this Agreement. After the initial term, Licensor will offer Licensee, and

Licensee may purchase, Maintenance Services at Licensor’s then-current list prices for Maintenance

Services. Licensor reserves the general right to change the particulars of its Maintenance Services offerings

and the applicable prices for such offerings at any time in its discretion but shall not adversely alter the

particulars of the Maintenance Services for which Licensee has already paid unless Licensor provides

Licensee with a commensurate adjustment to the related fees Licensee has already paid for such

Maintenance Services. In any event, Licensor shall use commercially reasonable efforts to maintain the

level of the Maintenance Services for which Licensee has already paid.

5.3 Non-Renewal of Maintenance Services. If after the mandatory initial Maintenance Services term (or any

subsequent renewal term) Licensee opts not to purchase Maintenance Services for any particular Software,

Licensor’s obligation to provide Licensee with Maintenance Services for that Software will expire at the

end of such term then applicable. However, this Agreement will continue in effect and be binding upon

Licensee. Without limitation, Licensee shall continue to comply with all terms, conditions and

restrictions contained in this Agreement with respect to Licensee’s continuing use of that Software.

5.4 Training Services. Licensor shall provide Licensee with Training Services that Licensee purchases from

Licensor at a mutually agreed time. All Training Services must be taken by Licensee within one year from

the date of purchase of credits relating to such Training Services, and such Training Services shall be

rendered through online or telephonic method. It is clarified that no physical visit shall be provided by

Licensor for such Training Services.6 TERM AND TERMINATION

6.1 Term: The License hereby granted shall be effective for a term of 1 (One) years from the Effective Date

(hereinafter referred to as “Initial Term”), unless otherwise indicated or unless otherwise terminated pursuant

to section 6 of this Agreement. Thereafter, either Party shall have the option to seek renewal of this Agreement

on a year to year basis after the expiry of the Initial Term (herein after referred to as “Renewal Term”) by

serving notice to this effect to the other Party thirty, (30) days prior to the expiry of the Initial Term or the

“Renewal Term” as the case may be. If such notice is served upon by Licensee, the extension for Initial or

Renewal Term, as the case may be, shall be granted or denied by the Licensor at its sole discretion




Termination. Either Party may terminate this Agreement in the event of a material breach of this

Agreement by the other Party. In such event, the non-breaching Party will give the breaching Party notice

of the material breach. If the breaching Party does not cure the material breach within 30 days after receipt

of such notice, the non-breaching Party may immediately terminate this Agreement by written notice of

termination to the breaching Party. In addition to any right stated in foregoing sentence, the Licensor may

terminate this Agreement, without stating any reason, by serving upon 30 days prior written notice to the

Licensee.

6.2 Effects of Termination. Upon termination or determination of this Agreement by expiry of the Term:

(6) Licensee shall pay all its outstanding dues and fulfill all remaining obligations to Licensor, if any;

(7) Licensee shall have no right to avail Maintenance Services or Training Services or back up facility as

mentioned clause 3.1 ; and/or

(8) all of Licensee’s rights and all Licenses granted under this Agreement shall be ended, provided that

sections 3.3, 3.4, 6.2, 7.2, 8, 9, 10, 11, 12.1, 12.2, 12.5 and 12.6 and all provisions of this Agreement

necessary for the interpretation and enforcement of those sections will survive termination of this

Agreement and continue to be binding upon Licensee and Licensor.

7 LIMITED WARRANTY; REMEDIES

7.1 Limited Warranty. Licensor represents and warrants to Licensee that to its knowledge the Software does

not infringe any intellectual property rights of third party existing under the Applicable Laws of any other

person or entity, as of the Effective Date. The sole and exclusive remedy for breach of this warranty shall be

the rights and obligations provided under Clause 7.2(a) of this Agreement;

7.2 Exclusive Remedies. Subject to section 7.3, if Licensor is in material breach of any of the representations

and warranties in section 7.1, Licensee’s exclusive remedies and Licensor’s sole obligations to Licensee

shall be as follows:

(9) if there is a material breach of the warranty set forth in sub-section 7.1(a), Licensor may, at its

option and expense (i) obtain a license permitting Licensee to continue to use that Software; (ii)

replace or modify the Software so that there is no breach; or (iii) if Licensor does not consider (i) or

(ii) to be commercially feasible, terminate this Agreement with no further liability to Licensee

except for a refund of the Fees paid by Licensee under this Agreement.

(10) if upon delivery the Software is not free from any error, virus or malfunctioning, Licensor will

replace or correct the affected Software within 90 days from such delivery.

7.3 Exclusions. While certain items of Software may permit or facilitate Licensee to make Modifications,

Licensor does not have any obligation for such Modifications unless Licensor has performed them (and in

such case such obligations shall be detailed in a separate Professional Services Agreement between the

parties). Licensor also does not have any obligation for: (a) Software other than the then-current release

and the immediately prior release of that Software; (b) errors, damage or problems caused by Licensee’s

failure to provide a suitable operating environment within which to run the Software; (c) any third party

software; (d) accidental damage; or (e) other matters beyond Licensor’s reasonable control.

7.4 Licensee’s Warranty: Licensee hereby represents and warrants to the Licensor that:

a) It is duly incorporated, validly existing and in good standing under the laws of corresponding

jurisdiction.

b) It has the power and authority to enter into this Agreement and perform, execute and deliver this

Agreement and is not prohibited from entering into this Agreement.

c) Where the one Party has provided information, representations, data, reports and/or other Party for use

in pursuance of this Agreement, it has been duly authorised/entitled to do so.




d) The execution, delivery and performance of this Agreement by Licensee:

I. will not violate or contravene any provision of its memorandum of association and articles of

association;

II. will not violate or contravene any law, statute, rule, regulation, licensing requirement, order,

writ, injunction or decree of any court, governmental instrumentality or other regulatory,

governmental or public body, or authority by which it is bound or by which any of its properties or assets are bound; and

III. except to the extent that the same have been duly and properly completed or obtained, will not

require any filing with, or permit, consent or approval of or license from, or the giving of any

notice to, any court, governmental instrumentality or other regulatory, governmental or public

body, or authority, joint venture party, or any other entity or person whatsoever.

8 DISCLAIMERS

8.1 Basic Disclaimer.

(a) EXCEPT FOR THE WARRANTY EXPRESSLY PROVIDED ABOVE IN THIS SECTION 7.1,

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SOFTWARE (INCLUDING THE EMBEDDED

SOFTWARE) AND ANY SUPPORT SERVICES ARE PROVIDED “AS IS” BASIS AND LICENSOR MAKE NO WARRANTIES WITH RESPECT TO THE SOFTWARE AND SUPPORT SERVICES OR ANY OTHER

MATERIAL, INFORMATION OR SERVICES PROVIDED HEREUNDER. LICENSOR HEREBY DISCLAIM ALL

WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE

AND NON-INFRINGEMENT OF EMBEDDED SOFTWARE. LICENSOR DOES NOT WARRANT THAT ANY

SOFTWARE WILL BE PROVIDED ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR THAT

ANY SOFTWARE OR SERVICES WILL FULFILL LICENSEE’S REQUIREMENTS. TO THE EXTENT THAT

LICENSOR CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE

SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH

LAW.

(b) LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE

QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE OR SUITABILITY OR OWNERSHIP OF EMBEDDED

SOFTWARE PROVIDED BY THE LICENSOR, INCLUDING THE ABILITY OF NEW RELEASES TO INTEGRATE

WITH THE SOFTWARE. RESPONSIBILITY FOR THE QUALITY, PERFORMANCE, SUPPORT, AND

MAINTENANCE OF SUCH EMBEDDED SOFTWARE PROVIDED BY THE LICENSOR HEREIN LIES SOLELY

WITH SUCH THIRD PARTY OR SUPPLIER OF THE SAID EMBEDDED SOFTWARE.

8.2 Security Disclaimer. ALTHOUGH Licensor MAY PROVIDE LICENSEE WITH BASIC INSTALLATION AND

OPERATIONAL SECURITY GUIDELINES WITH ITS SOFTWARE, LICENSEE ACKNOWLEDGES AND AGREES

THAT IT ALONE IS RESPONSIBLE FOR THE CONTROL, OPERATION AND SECURITY OF ITS NETWORK,

INCLUDING WITHOUT LIMITATION ANY INTERNET TRANSACTIONS AND COMMUNICATIONS CARRIED

OUT USING ITS NETWORK WITH THIRD PARTIES, WHETHER MADE THROUGH ACCESS TO OR USE OF

THE SOFTWARE OR NOT. LICENSEE ALSO HEREBY ACKNOWLEDGES THAT THE INTERNET IS NOT A

SECURE MEDIUM, MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION OR DISRUPTION

AND MAY BE SUBJECT TO INADVERTENT OR DELIBERATE BREACHES OF LICENSEE’S SECURITY.

LICENSEE ALSO ACKNOWLEDGES THAT Licensor IS NOT, AND HAS NOT HELD ITSELF OUT TO BE,

EXPERT IN INTERNET SECURITY AND, IN ACCEPTING ANY LICENSE TO USE SOFTWARE, LICENSEE

AGREES THAT IT IS NOT DEPENDING ON Licensor OR ITS AGENTS OR REPRESENTATIVES WITH

RESPECT TO NETWORK OR INTERNET SECURITY, WHETHER IT RELATES TO THE USE OF OR ACCESS TO

THE SOFTWARE OR NOT.




9 LIMITATION OF LIABILITY

9.1 Disclaimer of Consequential Damages. NEITHER PARTY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES,

AGENTS, VENDORS, SUPPLIERS OR DISTRIBUTORS SHALL BE LIABLE UNDER THIS AGREEMENT TO THE

OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR

CONSEQUENTIAL LOSS OR DAMAGES OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF

LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF SUCH

PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.

9.2 Limitation of Liability. LICENSOR’S TOTAL LIABILITY TO LICENSEE FOR ANY LOSS, COST, CLAIM OR

DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (EXCLUDING Licensor’S

LIABILITY TO LICENSEE UNDER SECTION 10.1) SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY

LICENSEE TO LICENSOR UNDER THIS AGREEMENT. THIS LIMITATION ON LIABILITY WAS AND IS AN

EXPRESS PART OF THE BARGAIN BETWEEN LICENSOR AND LICENSEE AND WAS A CONTROLLING

FACTOR IN THE SETTING OF THE FEES PAYABLE TO LICENSOR UNDER THIS AGREEMENT.

10 INTELLECTUAL PROPERTY INDEMNIFICATION

10.1 Indemnification. Subject to sections 10.2 and 10.3, and provided that Licensee is using the then current

release or the immediately prior release of the Software available from Licensor, Licensor will defend

Licensee in any third party suit, claim or other legal action arising out of any allegation that Licensee’s use

of the Software as permitted by this Agreement infringes any patent, copyright or trade secret under the Applicable Laws (“Legal Action”) and Licensor will indemnify Licensee against any damages awarded

against Licensee (including, without limitation, reasonable costs and legal fees thereby incurred by

Licensee) arising out of any such Legal Action. If Licensor believes that the use of Software is likely to be

subject to Legal Action, Licensor may, at its option and expense (i) obtain a license permitting Licensee to

continue to use the Software; (ii) replace or modify the Software so that it is no longer infringing; or (iii) if

Licensor does not consider (i) or (ii) to be commercially feasible, terminate this Agreement with no

further liability to Licensee except for a refund of the Fees paid by Licensee under this Agreement.

10.2 Limitations. Notwithstanding section 10.1, Licensor shall not be required to defend or indemnify

Licensee in respect of any Legal Action if, and to the extent that, the Legal Action would not have arisen but

for:

(11) Licensee’s combination of the Software with software or products not supplied by Licensor;

(12) any repair or Modification to the Software carried out by Licensee or any third party;

(13) any breach by Licensee of its obligations under this Agreement; or

(14) any refusal by Licensee to install and use a non-infringing version of the Software offered by

Licensor under section 10.1.

Section 7.2(a) and section 10.1 state Licensor’s entire liability with respect to any intellectual property

infringement by the Software.

10.3 Notice of Legal Action. Licensee must give Licensor prompt written notice of any Legal Action, not more

than thirty (30) days after Licensee’s first knowledge of that Legal Action, whether actually initiated or

threatened. Licensee agrees to give Licensor the sole control of the defense of any Legal Action and, at

Licensor’s cost, to give Licensor any assistance that Licensor may reasonably request to defend or settle

any Legal Action. Licensee agrees not to settle or compromise any Legal Action without Licensor’s express written consent. Licensee’s material failure to comply with this section 10.3 shall relieve Licensor of its

obligation to defend and indemnify Licensee under section 10.1.

11 CONFIDENTIALITY

11.1 Confidential Information. “Confidential Information” shall mean any non-public information disclosed

by a Party as confidential and which is disclosed by such Party (“Disclosing Party”) to the other Party

(“Receiving Party”)under this Agreement, regardless of the form of disclosure, and shall include without

limitation the Software and the Documentation, all information relating to markets, customers, products,




patents, inventions, procedures, methods, designs, source and object code, data, programs, improvements

and other works of authorship of the Disclosing Party. Confidential Information shall not include any

information which: (i) is or becomes public domain through no fault or act of the Receiving Party; (ii) was

independently developed by the Receiving Party without the use of or reliance on the Disclosing Party’s

Confidential Information; (iii) was provided to the Receiving Party by a third party under no duty of

confidentiality to the Disclosing Party; or (iv) is required to be disclosed by Applicable Law or applicable

law of any country if governing this Agreement, provided, however, that prompt prior notice thereof shall be given to the Disclosing Party whose Confidential Information is to be disclosed and the Receiving Party

uses reasonable efforts to obtain a protective order limiting the further use or disclosure of such

information. Non-public information provided by Licensee to Licensor under the provisions of section 3.6

shall not be considered Confidential Information for the purposes of this Agreement.

11.2 Nondisclosure. A Party shall not disclose or provide the other Party’s Confidential Information to any

third party without such Party’s express authorization and shall take reasonable measures to prevent any

unauthorized disclosure by its employees, agents, contractors, service providers or consultants during the

term hereof and thereafter including the execution of appropriate individual nondisclosure agreements.

11.3 Return. Promptly and not later than thirty (30) days after expiration or termination of this Agreement for

any reason, each Party that has received Confidential Information of the other Party shall return such

Confidential Information to the Disclosing Party or destroy all copies of the Disclosing Party’s Confidential

Information under such Party’s direct or indirect control and provide a written certification of such return or destruction to the Disclosing Party.

12 MISCELLANEOUS

12.1 Choice of Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of India

and the Courts of Bangalore shall have jurisdiction over any dispute arising out of this Agreement.

12.2 Arbitration. Any dispute, differences or controversy of whatever nature and howsoever arising under or

out of or in relation to this Agreement (including its interpretation) between the Parties, and so notified in

writing by either Party to the other Party (the ‘Dispute’) shall, in the first instance be attempted to be resolved

amicably. Any Dispute which is not resolved amicably by conciliation within the period of 30 days shall be

finally decided by arbitration in accordance with and subject to the provisions of the Arbitration and

Conciliation Act, 1996. The venue of such arbitration shall be Bangalore, India and the language shall be

English. The award passed by the Sole Arbitrator shall be final and binding upon the Parties. The cost of arbitration shall be borne by the Party against whom the award is passed.

12.3 Assignment. This Agreement shall not be assigned by the Licensee in whole or in part without the consent

of Licensor, including in case of transfer of assets by Licensee or merger with or acquisition by third party.

Licensor may assign its obligations under this Agreement, in addition thereto, Licensor may assign this

Agreement without the Licensee’s consent, to any third party which succeeds by operation of law to,

purchase, or otherwise acquire substantially all of the assets of Licensor, and assumes Licensor’s obligations

hereunder.

12.4 Notices. Any notice to either Party under this Agreement must be in writing and be delivered by personal

delivery, by facsimile, by email or by overnight or express courier service, addressed to the attention of

that Party’s primary contact as provided in this Agreement. A notice will be deemed delivered upon

personal delivery or upon email confirmation of facsimile receipt, or one day after delivery by overnight

or express courier service.

12.5 Severability. If any provision of this Agreement is declared invalid, illegal or unenforceable, then such

provision shall be deemed automatically adjusted to conform to the requirements for validity at such time and,

as so adjusted, shall be deemed a provision of this Agreement as though originally included. If the provision

invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this

Agreement as though the provision had never been included. In either case, the remaining provisions of this

Agreement shall remain in effect unless the adjustment or deletion renders the remaining Agreement in

violation of the original intent of the parties.




12.6 Entire Agreement. This Agreement constitutes the final and complete expression of all the terms of the

agreement between the parties with respect to the subject matter of this Agreement, and supersedes all

prior proposals, understandings and negotiations between Licensee and Licensor, whether written or not.

Any representations, oral statements, promises or warranties made by either Party that differ in any way

from the terms of this Agreement shall be of no force or effect.

12.7 Waiver; Amendment. No waiver of any right under this Agreement shall be deemed to be a waiver of any

future such right or of any other right arising under this Agreement. No addition to or amendment,

modification or waiver of any provision of this Agreement shall be binding upon either Party unless made

in writing and signed by a duly authorized representative of that Party.

12.8 Force Majeure. Licensor shall not be responsible for delays in delivery of any Software or inability to

perform Maintenance Services or Training Services resulting from acts beyond Licensor’s reasonable

control, including, but not limited to, governmental regulation, labor or materials shortage, power failure,

fire, flood, storm, earthquake, riot or civil disorder, acts of war, epidemic or other similar disaster (“Force

Majeure Event ”). This Agreement shall automatically terminate if the performance of the delivery of any

Software or inability to perform Maintenance Services or Training Services under this Agreement

continues to be hampered by to the occurrence of a Force Majeure Event for a continuous period of more

than 30 (thirty) days.

12.9 Counterparts. This Agreement may be executed in two or more counterparts and by electronically confirmed facsimile, all of which shall be considered one and the same agreement and shall become

effective when one or more counterparts have been signed by each of the Parties and delivered to the other

Party, it being understood that all Parties need not sign the same counterpart.

TEAM CREATIVE FORADIAN TECHNOLOGIES PVT. LTD.

Authorized Signature Authorized Signature

HUFFAS ABDULLA, HEAD TECHNICAL DEPT ARUN RAVEENDRAN, DIRECTOR

Date


http://www.rightsignature.com/documents/ZN25UJIYH2FLAFKALW9JD4








Annexure 1

Licensee agrees that its initial purchase from Licensor will be for the following Licenses, Maintenance Services

and Training Services at the prices set out below:

Modules

Core Modules01)courses and batches02)human resource03)student attendance04)timetable05)examination06)multiple dashboards07)student admission08)news management

09)user management10)school calender11)finance12)Student Information13)Event Management14)Employee Login15)Teacher Login16)Student/Parent Login

The add-on modules are

01)Hostel02)Online Examination03)Library04)Poll05)Assignment06)Placement07)Gallery08)Task09)Discussion10)Instant Fee11)Data Management

12)Custom report13)Inventory14)Registration15)Moodle Integration16)Bulk Import17)Tally integration18)Theme options19)Email Integration




20)SMS Integration21)Disciplinary22)Mobile Version23)Custom Import24)Fee Import

25)Transportation26)Blog27)Internal Messaging Systemg

$4000 FOR A SINGLE LICENCE FOR A SINGLE SCHOOL ONLY

*Licensee has read and understood the terms and conditions of Embedded Software set forth herein above

to comply therewith. Payment Terms and Conditions

1. The Fees shall be paid in accordance with following terms:

a. Whole Fees shall be paid in advance upon signing of the agreement,

Signing. By signing below, both Parties agree to all the terms and conditions of this Agreement, further,

represent that the person signing on its behalf is authorized to do so. This Agreement may be executed in

counterparts and by electronically confirmed facsimile.




Annexure II- Licensor Maintenance Services or Training Services Policy

1. FEDENA SOURCE CODE, SUPPORT AND UPGRADES

2. Services not provided by Foradian - on site support and services like customisations etc

Licensor will provide Maintenance Services and/Traning Services through Technology Partner with which the

Licensor enters into Technology Partner Agreement, provided, however, that the Licensor shall not liable or

held responsible for any act, omission, non-performance, negligence or misconduct of such Technology

Partner.




ZN25UJIYH2FLAFKALW9JD4

Huffas Abdhulla

Party ID: 3KUVJZJV52WLHFIG5754BZIP Address: 114.130.66.4

VERIFIED EMAIL: [email protected]

Multi-FactorDigital Fingerprint Checksum 3dd9886916a5933049376f9e5180de1c5fa89479

Arun RaveendranParty ID: STXX4RJ69LNT8VWLEZD3DD

IP Address: 115.115.207.238

VERIFIED EMAIL: [email protected]

Multi-FactorDigital Fingerprint Checksum 48e20c3e1e00caec8ec5dae92d62a3172cd7ceb8

Timestamp Audit

2014-05-02 02:38:19 -0700 All parties have signed document. Signed copies sent to: Jyothi, Salam,

vishwajith, Huffas Abdhulla, and Arun Raveendran.

2014-05-02 02:38:19 -0700 Document signed by Huffas Abdhulla ([email protected]) with

drawn signature. - 114.130.66.4

2014-05-02 02:29:34 -0700 Document viewed by Huffas Abdhulla ([email protected]). -114.130.66.4

2014-05-01 22:44:20 -0700 Document signed by Arun Raveendran ([email protected]) with drawn signature.

- 115.115.207.238

2014-05-01 22:43:34 -0700 Document viewed by Arun Raveendran ([email protected]). - 115.115.207.238

2014-05-01 22:43:33 -0700 Document created by Arun Raveendran ([email protected]). - 115.115.207.238

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