HAGNOSOFT STANDARD TERMS
Standard Terms govern the Framework Agreement, entered into between Hagnosoft
Technologies Private Limited, a company incorporated under the laws of
India and having its registered office address at No. 146, 5th Cross, 8th Main,
Narayan Nagar, 2nd Block, J P Nagar 9th Phase Bangalore - 560062 (�Company�)
and the Customer named in the Framework Agreement. These Hagnosoft Standard
Terms and the Framework Agreement shall be collectively referred to as the �Agreement�.
�Affiliate� means any
company the majority of whose voting shares is now or hereafter, owned or
controlled, directly or indirectly, by a Party hereto, or by an entity which
owns or controls a Party hereto, as applicable.
Information� shall mean and include, but is not restricted to all
non-public information of either Party that is technical and commercial
concerning business, books of record and account, data systems, software,
services, any materials, trade secrets, know-how, formulae, processes, algorithms,
ideas, strategies, inventions, data, network configurations, system
architecture designs, flow charts, drawings, proprietary information, business
and marketing plans, financial and operational information, and all other
non-public information, material or data relating to the current and/ or future
business and operations, wages related information provided by the Disclosing
Party� to the Receiving Party pursuant to the Agreement.
shall mean the entity that has executed the Framework Agreement with the
Company for availing the Services.
Party� Party sharing Confidential Information with the Receiving Party.
shall mean any technical documentation or any instructions, for administration
or use, including any updates, improvements, or other changes that may be made
and any other element that may be attached to it, supplied by the Company and
relating to the Platform.
Agreement� means the Framework Agreement, entered into between the Parties,
which incorporates these Hagnosoft Standard Terms by reference.
shall mean, with respect to the source code, all patches, updates, new
versions, modifications and changes made, developed, acquired or conceived
after the date hereof and during the entire term of this Agreement.
Property Rights� means all rights in, to, or arising out of: (i) any Indian,
international or foreign patent or any application therefore and any and all
reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof; (ii) inventions (whether patentable or not in
any country), invention disclosures, improvements, trade secrets, proprietary
information, know-how, technology and technical data; (iii) copyrights, copyright
registrations, mask works, mask works registrations, applications, moral
rights, trademarks, and rights of personality, privacy and likeness, whether
arising by operation of law, contract, license or otherwise; and (iv) any other
similar or equivalent proprietary rights anywhere in the world.
Fee� shall mean the fee payable towards License granted by the Company as
detailed under the Framework Agreement.
means a Party�s corporate or trade name, trademark(s), logo(s), domain names or
other identification of such Party.
or �Parties� shall refer to the Customer and the Company individually
shall mean and include the number of identifiable unique persons consisting of
Customer�s personnel who are authorized to access and use the Platform as
determined by the Customer. The Customer shall allot unique login credentials
to such personnel of the Customer.
means the interface created by Company where Customer can access the Software.
IPR� shall mean Intellectual Property Rights owned by the Parties prior to
the execution of this Agreement and developed during the term independently and
not specifically under this Agreement.
Party� Party accessing or receiving Confidential Information from the
shall mean the employees, consultants, agents, officers and professional
advisors of the Receiving Party;
shall mean the services to be provided by the Company as described under the
to payment of License Fee, Company grants to Customer a limited, non-exclusive,
non-transferable, non-sublicensable, revocable license (�License�)
during the term of this Agreement to use the Platform integrated with the
systems of the Customer for the purpose of its business, operations, managing
interactions with their customers and future customers, streamlining processes
& building customer relationships through various features offered by the
part of the registration process, Customer will identify an administrative user
name and password for Customer�s company account.� Company reserves the right
to refuse registration of or cancel passwords it deems inappropriate in order
to avoid any unauthorized access to the Platform.
Framework Agreement may be amended only by written agreement of the Parties.
will host and maintain the Platform on servers operated and maintained by or at
the direction of Company. Company may in its sole discretion modify, enhance or
update or otherwise change the Platform.
will cooperate with the integration of the Customer�s current information
systems and data into the Platform in a timely manner.
shall provide all the required information and assistance to the Company to
enable the Company to deliver the services vide the Platform.� Customer
acknowledges that the Company�s ability to deliver the Services in the manner
provided in the Agreement may depend upon the accuracy and timeliness of such
information and assistance. Accordingly, the Company shall not be liable for
any delay in provision of services, provided that such delay is a consequence
of ant act or omission of the Customer.
data of the Customer shall be stored by the Company on cloud on a separate
database in an encrypted form. On Customer�s request, the Company shall
restrict the access to the Customer�s account of the Platform in a manner such
that the Customer account can be accessed solely from the premises of the Customer.
shall comply with all applicable local, state, national and laws in connection
with its use of the Services, including those laws related to data privacy,
international communications, and the transmission of technical or personal
data.� Customer shall not upload, post, reproduce or distribute any information,
software or other material protected by copyright, privacy rights, or any other
Intellectual Property Right without first obtaining the permission of the owner
of such rights.
the event Customer wishes to share personal information with the Company for
the provision of services, Customer hereby agrees to take specific consent from
the owners and individual subjects of the personally identifiable information
(�PII�) to share such information with the Company in accordance with
the requirements detailed under applicable laws. The Parties hereby agrees to
comply with all applicable laws and any other rules made thereunder while using
and sharing any PII.
shall notify the Company immediately of any unauthorized use of any password or
user id or any other known or suspected breach of security and provide
reasonable assistance to stop any unauthorized use of the Services.
shall be solely responsible for the acts and omissions of its Personnel. The
Company shall not be liable for any loss of data or functionality caused
directly or indirectly by the Personnel.
Company shall perform the Services in a professional manner and shall comply
with all applicable laws during the performance of obligations under this
represents, covenants, and warrants that Customer will use the Services only in
compliance with all applicable laws and regulations. Company may monitor
Customer�s use of the Services and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of the foregoing.
shall not, and shall not permit anyone to: (i) copy or republish the Platform,
(ii) make the services available to any person other than authorized Personnel,
(iii) use or access the services to provide service bureau, time-sharing or
other computer hosting services to third parties, (iv) modify or create
derivative works based upon the services, Documentation or Platform, (v)
remove, modify or obscure any copyright, trademark or other proprietary notices
contained in the Platform or Documentation, (vi) reverse engineer, decompile,
disassemble, or otherwise attempt to derive the source code of the Platform or
(vii) access the Platform or use the Documentation in order to build a similar
product or competitive product.� Subject to the limited License granted herein,
the Company shall own all right, title and interest in and to the Platform and
Documentation, including all modifications, improvements, upgrades, derivative
works and Intellectual Property Rights therein.�
3.12 It is
hereby clarified that the License granted under the Agreement is for the Platform
and does not include licenses for any upgrades or new versions of the Platform
or the Platform (�Upgrades�) that may be developed by the Company. It is
expressly agreed between the Parties that all Upgrades shall be subject to such
additional fee as may be notified by the Company in writing. It is further
agreed that Upgrades, if any, will be activated subject to the additional fee
being approved by the Customer and execution of an amendment by the authorized
signatories of both Parties.
reserves all rights to the Platform not otherwise expressly granted in this Clause
warrants to the Customer that during the term of the Agreement, the Platform
will perform substantially in accordance with the terms of Documentation.� The
foregoing warranty shall not apply to performance issues of the Platform (i)
caused by factors outside of Company�s reasonable control; (ii) that result
from any improper actions or inactions of the Customer or any third parties; or
(iii) that result from Customer�s data structure, operating environment or
equipment.� Platform may be temporarily unavailable for scheduled maintenance
or for unscheduled emergency maintenance, either by Company or by third-party
providers, or because of other causes beyond Company�s reasonable control, but
Company shall use reasonable efforts to provide advance notice in writing or by
e-mail of any scheduled service disruption.�
FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS SECTION 3.11, COMPANY MAKES
NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE
PLATFORM, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. COMPANY
SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES,
NONINFRINGEMENT, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH
WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.� EXCEPT
AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED ON AN �AS IS�, �AS
Receiving Party understands that the Disclosing Party has disclosed or may disclose
Confidential Information. The Receiving Party agrees: (i) to use and reproduce
the Confidential Information of the Disclosing Party only for purposes of
exercising its rights and performing its obligations under the Agreement and
only to the extent necessary for such purposes, (ii) to restrict disclosure of
such Confidential Information to the Receiving Party�s Representatives who have
a bona fide need to know for such purposes provided that such Representatives
are bound by confidentiality obligations, and (iii) to not disclose such
Confidential Information to any third party without the prior written approval
of the Disclosing Party. Notwithstanding the foregoing, it shall not be a
breach of the Agreement for the Receiving Party to disclose Confidential
Information if compelled to do so under law, in a judicial or other
governmental investigation or proceeding, provided that, to the extent
permitted by law, the Receiving Party has, if legally permitted, given the
Disclosing Party prior notice to permit the Disclosing Party a reasonable
opportunity to object to and/or limit the judicial or governmental requirement
to disclosure. In the event the Disclosing Party fails to obtain a protective
order against such disclosure, the Receiving Party may disclose Confidential
Information to the extent legally required.�
Notwithstanding anything to the contrary herein, neither Party shall be liable
for using or disclosing information that such Party can prove:� (i) was in the
public domain at the time it was disclosed or has entered the public domain
through no fault of the Receiving Party; (ii) as evidenced by written records,
was rightfully known to the Receiving Party, without obligation of
confidentiality (iii) is disclosed with the prior written approval of the
Disclosing Party; (iv) was independently developed by the Receiving Party
without any use of the Confidential Information, as evidenced by written
records; or (v) becomes rightfully known to the Receiving Party, without
restriction, from a source other than the Disclosing Party without breach of
confidentiality obligations. �
Receiving Party agrees that a breach of this Clause 5 may result in immediate
and irreparable harm to the Disclosing Party that money damages alone may be
inadequate to compensate.� Therefore, in the event of such a breach, the
Disclosing Party will be entitled to seek equitable relief, including but not limited
to a temporary restraining order, temporary injunction or permanent injunction
without the posting of a bond or other security.
Customer acknowledges and agrees that all Intellectual Property Rights in the
Platform, Documentation and any Improvements made thereto shall at all times
vest with the Company. Except to the extent of license granted under this
Agreement to the Customer, the Customer shall have no rights to use the
Platform. The Customer shall not take any action directly or through a third
party to claim rights or ownership on the Platform or its associated
Party shall own all rights in its Marks. Except to the extent permitted under
Clause 6.3 below, nether Party shall use the Marks of the other Party without
the prior written consent of such other Party.
hereby grants a limited license to the Company to use the Customer�s Marks in
the Company�s promotional material to reflect the Customer as a client of the
Company and to provide a generic description of services provided by the
Company to the Customer.
Agreement may be terminated by either Party upon delivery of written notice of
termination to the other Party, as follows:
the other Party fails to perform or observe any material term or condition in
this Agreement and fails to cure such breach within thirty (30) days after
receipt of written notice of such breach from the non-breaching Party; or
the other Party (i) makes a general assignment for the benefit of creditors,
(ii) admits in writing its inability to pay debts as they come due, (iii) voluntarily
files a petition or similar document initiating any bankruptcy or
reorganization proceeding, or (iv) involuntarily becomes the subject of a
petition in bankruptcy or reorganization proceeding and such proceeding shall
not have been dismissed or stayed within sixty (60) days after such filing.
termination of the Agreement (i) the License granted under the Agreement shall
be revoked with immediate effect and the Customer shall immediately cease using
the Platform; (ii) each Party shall, upon receipt of a written request from the
other Party, promptly return, or at the other Party�s request, destroy all
Confidential Information of the other Party. All other rights and obligations
of the Parties under the Agreement shall expire upon termination of the
Agreement, except that all payment obligations accrued hereunder prior to
termination or expiration shall survive such termination. All clauses which
naturally survive the termination of the Agreement shall continue to apply.
& Limitation of Liability
Indemnification for Platform. Company will at all times indemnify, defend
and hold Customer and their respective directors and employees harmless from
and against any and all claims, damages, liabilities, costs and expenses,
including reasonable attorneys� fees, arising out of any third party
claims (�Claim�) that the Platform infringes such third party�s
Intellectual Property Rights. Customer shall give prompt written notice,
cooperation and assistance to Company relative to any such claim or suit,
provided, further, that at Company�s option, Company may assume the defense of
any such claim or litigation, in which event Company�s obligations with respect
thereto shall be limited to reimbursement of litigation expenses, the payment
of any judgment, or settlement approved by Company, in connection therewith;
provided, however, that Company shall not have the obligation to
indemnify Customer with respect to any third party claim of infringement or
misappropriation of Intellectual Property Rights arising out of the (i)
modifications to the Platform by anyone other than Company; (ii) modifications
to the Platform based upon specifications furnished by the Customer; (iii) Customer�s
use of the Platform other than as specified in the Agreement or in the
applicable documentation accompanying this Agreement, (iv) use of the Platform
in conjunction with third-party software, hardware or data other than that
approved by Company, (v) where Customer continues an alleged infringing
activity after being notified thereof or after being informed of modifications
that would have avoided the alleged infringement or (vi) any combination of the
foregoing.� Customer shall indemnify, defend and hold Company and its officers,
directors, employees, agents, successors and assigns harmless from and against
all third-party claims, suits, actions, damages, settlements, losses,
liabilities, costs (including without limitation reasonable attorney�s fees)
and expenses to the extent they arise from any Claim based on any of the
factors in the foregoing sentence, and shall give Company all reasonable
information and assistance regarding such claim.
Indemnification. Customer will at all times indemnify, defend and hold
Company, its Affiliates, officers, directors and employees harmless from and
against any and all claims, damages, liabilities, costs and expenses, including
reasonable attorneys� fees, arising out of any breach of its representation and
warranties and covenants provided under this Agreement. Company shall give
prompt written notice, cooperation and assistance to Customer relative to any
such claim or suit.
A Party seeking indemnification (�Indemnified Party�) shall give prompt
written notice to the other Party (�Indemnifying Party�) of any claim by
or in respect of a third party of which such Indemnified Party has knowledge
concerning any losses as to which such Indemnified Party may request
indemnification hereunder; provided, however, that the failure to provide or a
delay in providing such notice shall not release the Indemnifying Party from
any of its obligations under this Agreement except to the extent that the
Indemnifying Party is actually prejudiced by such failure or delay and shall
not relieve the Indemnifying Party from any other obligation or liability that
it may have to any Indemnified Party otherwise than under this Agreement.� The
Indemnifying Party shall have the right to direct and conduct all proceedings
or negotiations in connection with the indemnified claim and assume the defense
thereof with counsel of its own choosing.� The Indemnifying Party shall keep
the Indemnified Party reasonably informed concerning the status of any
litigation, negotiations or settlements of any such claim.� The Indemnified
Party shall be entitled, at its own expense, to participate in any litigation,
negotiations and settlements with counsel of its own choosing.� The Indemnified
Party shall, at the Indemnifying Party�s expense, provide the Indemnifying
Party with reasonable access to its records and personnel relating to any such
claim during normal business hours and shall otherwise cooperate with the
Indemnifying Party in the defense or settlement thereof.
Restrictions. In no event shall the Indemnifying Party enter into a
settlement arrangement regarding such Claims which will require any payment or
other consideration from Indemnified Party, or any Claim that arises from or is
part of any criminal action or proceeding or contains a stipulation to or an admission
or acknowledgement of any wrongdoing (whether in tort or otherwise) on the part
of the Indemnified Party, without the Indemnified Party�s prior written
consent, which consent shall not be unreasonably withheld or delayed.�
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF
USE, OR LOSS OF PROFITS ARISING HEREUNDER OR FROM THE PROVISION OF SERVICES,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
of Liability. EXCEPT WITH RESPECT TO A PARTY�S INTENTIONAL
MISCONDUCT, INFRINGEMENT OF THE OTHER PARTY�S INTELLECTUAL PROPERTY RIGHTS,
INDEMNIFICATION OBLIGATIONS, DIRECT PAYMENT OBLIGATIONS BETWEEN THE PARTIES
PURSUANT TO THE AGREEMENT, OR ANY BREACH OF A PARTY�S CONFIDENTIALITY
OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY�S TOTAL LIABILITY ARISING OUT OF
THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE, EXCEED THE AMOUNT PAID TO COMPANY UNDER THIS AGREEMENT IN
THE PRECEDING SIX (6) MONTHS PRIOR TO WHICH SUCH CLAIM AROSE.
Law and Dispute Resolution
Law: The Agreement shall be governed in accordance with laws of India.
and Dispute Resolution.� In the event a dispute arises between
Company and Customer regarding the application or interpretation of any
provision of the Agreement, the aggrieved Party shall promptly notify the other
Party to the Agreement of the dispute.� If the Parties fail to resolve the
dispute within ten (10) business days after receipt of such notice, each Party
shall, within five (5) business days thereafter, escalate such dispute to a
member of its senior management team. In the event the Parties are unable to
resolve their dispute within a period of fifteen (15) days from the date the
dispute is escalated to the senior management, either Party may refer the
dispute to arbitration in the manner as specified below.
Arbitration. In the
event of a dispute between the Parties that the Parties are unable to resolve
through mutual discussions in the manner as specified above, either Party may
refer the dispute to arbitration. Arbitration shall be conducted by the Indian
Council of Arbitration (ICA). Arbitration proceedings shall be presided over by
a sole arbitrator appointed in accordance with the arbitration rules of the ICA.
The seat and venue of arbitration shall be Bengaluru and arbitration shall conducted
be in English language.
provisions of this Section shall survive the expiration or termination of the
Agreement for any reason.
10.1 If any
provision of the Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that
the Agreement will otherwise remain in full force and effect and enforceable.� The
Agreement is not assignable, transferable or sublicensable by Customer except
with Company�s prior written consent.� Company may transfer and assign any of
its rights and obligations under the Agreement without consent.� The
Agreement along with the Framework Agreement is the complete and exclusive
statement of the mutual understanding of the Parties and supersedes and cancels
all previous written and oral agreements, communications and other
understandings relating to the subject matter of the Agreement, and that all waivers
and modifications must be in a writing signed by both Parties, except as
otherwise provided herein.� No agency, partnership, joint venture, or
employment is created as a result of the Agreement and Customer does not have
any authority of any kind to bind Company in any respect whatsoever.� In any
action or proceeding to enforce rights under the Agreement, the prevailing Party
will be entitled to recover costs and attorneys� fees.� All notices will be in
writing and will be deemed to have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted by
facsimile or email; the day after it is sent, if sent for next day delivery by
recognized overnight delivery service; and upon receipt, if sent by certified
or registered mail, return receipt requested.
10.2 Except for
payment obligations, if either Party is prevented from performing or is unable
to perform any of its obligations under the Agreement due to causes beyond the
reasonable control of the Party invoking this provision, including but not
limited to acts of God, acts of civil or military authorities, riots or civil
disobedience, wars, strikes or labor disputes (other than those limited to the
affected Party) (each, a �Force Majeure Event�), such Party�s
performance shall be excused and the time for performance shall be extended
accordingly provided that the Party immediately takes all reasonably necessary
steps to resume full performance.