EULA

LICENSE AGREEMENT

This software as a service license agreement (“License Agreement”) is made on _______________ (“Effective Date”) and is to be read along with the Statement of Work SoW_________ between: worxogo solutions Pvt Ltd having its principal place of business at 303 Ashoka terrace, 100ft Road, Indira Nagar, Bangalore – 560038 , India (“Provider” which expression shall include where appropriate its affiliates, successors and permitted assigns); and Client Name having its primary place of business at [____________________](“Customer”, which expression shall include where appropriate its successors and permitted assigns).

BACKGROUND:

(a) The Provider has developed a platform which is a Persuasive technology application to drive productivity; (b) The Customer seeks a right to remotely access and use the Provider’s platform to avail certain services; and (c) The Customer may from time to time require certain services in relation to the Provider’s platform and the Provider may provide such services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Provider and the Customer agree as follows: This License Agreement and the Statement of Work and its exhibits & attachments (SoW) collectively, “Agreement“, constitutes the entire agreement between worxogo Solutions Private Limited (“we” or “our” or “worxogo” ) and the Customer regarding the project described in the SoW.

Definitions
1. Abuse means in the Customer’s access and use of the Product and Services (i) permitting Users to share passwords and other authentication credentials; (ii) permitting the Use of the Product and Services by any third party entities in a manner that subverts their need to purchase an independent licence; (iii) permitting Users to initiate denial of service or attempt to introduce malicious code, (iv) to build applications that interact with, or combine applications with, the Product which applications negatively affect the speed and performance of the Product; (v) for any other commercial purpose or for internal use in a manner that is not consistent with the objective of the purpose of this Agreement; or (vi) in a manner that amounts to tampering with or attempting to tamper with security features of the Product.
2. Agreement means this Agreement along with the SoW.
3. Customisation means the changes, modifications or additions to the Product which may be made on the request of the Customer on mutually agreed terms and conditions.
4. Customer Data means any information, application, file, text, or such other material that is uploaded, generated or encountered through use of the Product by Customer; Users, or Provider on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
5. Deliverable means any document, file, information, report or other material that are created by the Provider for the Customer in course of provision of the Services; Documentation shall mean the published user manuals and other documentation that Provider makes generally available from time to time for the Product.
6. Hosting Servers means those servers and other hardware and software that shall be used to host the Product, Customer Data or any other information.
7. Intellectual Property Right means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks (in each case, whether registered or not), registered designs, database right, design right, UI/UX, visuals, algorithms, moral right or any other property rights that grant similar rights as the foregoing, which exist anywhere in the world, whether registered or not;
8. Fee means payments to made by the Customer to the Provider for the Use of the Product and to avail of the Services, or payments to be made for support, Customisation or providing additional services as detailed in the SoW;
9. Party means either the Provider or the Customer as the context so requires and Parties shall refer to both the Provider and the Customer.
10. Personally Identifiable Information or PII means any data, records or information related to an individual that identifies (directly or indirectly) that individual.
11. Product means the Provider’s proprietary platform more fully described in the SoW, including all Customisations, security patches/updates provided from time to time, that is hosted by the Provider on the Hosting Servers and which the Customer is permitted to access to avail of the Services in accordance with terms of this Agreement.
12. Proprietary Information or PI means (i) the Product and any complete or partial copies thereof, (ii) the concepts, techniques, ideas, and know-how embodied and expressed in the Product, including its architecture, structure, sequence, and organization and (iii) any inventions, drawings, performances, software, databases and methodologies in any manner related to the Product and the Services;
13. Services means the services and capability detailed in the SoW which are provided by the Provider to the Customer thorough the use and access of the capabilities of the Product and the use of the workflows and algorithms built into the Product, including but not limited to any services that may be provided hereunder;
14. Term means the period set forth in the SoW;
15. Territory means the countries as listed in the SoW;
16. Third Party Materials means software, databases or internet resources which is owned by a third party and which the Product interoperates with in performing certain activities underlying certain functionalities;
17. Use, Using or Used means to directly or indirectly activate the processing capabilities of the Product, and/or execute, access, utilize, employ the Services or display information resulting from such capabilities;
18. User means an individual who is authorized by the Customer to Use the Product pursuant to the license including but are not limited to Customer’s employees, customer (current and prospective) consultants, business partners contractors and agents.
19. Purchase Order issued by the Customer or Payment made by the Customer against an invoice implies a deemed acceptance of this Agreement.
Grant of Right to Use and Intellectual Property Rights
1. In consideration of the Customer paying the Provider the Fees, the Provider hereby grants the Customer a revocable, non-exclusive, non-transferable, limited right to Use the Product and avail of the Services, during the Term and in the Territory subject to the terms of this Agreement. The Customer agrees that the number of Users shall not exceed the number of named Users detailed in the SoW. The Customer shall be solely responsible for ensuring that the Users Use the Product and avail of the Services in accordance with the terms of this Agreement.
2. The Provider shall host the Product on the Hosting Servers. All of the Products and Services are standardised and offered to all the Provider customers using the Provider’s hosted model.
3. The Parties agree that the Customer shall at all times have and retain the title to and the Intellectual Property Right over the Customer Data. Nothing in this Agreement shall be construed to mean assignment of any rights to the Provider over the Customer Data. To the extent that the Provider has access to any PII, the Provider shall use and process such PII only for the purposes of this Agreement and only in accordance with the instructions of the Customer. The Customer will provide the most current User Master data to worxogo on an on-going basis. After the termination of the contract, worxogo will retain the data including PII as per worxogo’s ISO 27001 policy, unless the customer specifically requests for a specific period of time for data retention.
4. Nothing set forth in this Agreement shall restrict the Provider from collecting, storing, analysing and using information related to the performance and usage of the Provider’s Product. Such usage data shall be Proprietary Information.
5. The Customer acknowledges that ownership of and title in and to all Intellectual Property Rights in the Product and the Proprietary Information are and shall remain with the Provider. The Customer acquires only the right to Use the Products as detailed in this Agreement and does not acquire any ownership rights or title in or to the Proprietary Information.
6. Nothing in this Agreement shall be deemed to (i) restrict or limit the ability of the Provider from providing access and the ability to Use the Product and the Services to third parties; (ii) restrict or limit the ability of the Provider from providing access to its Proprietary Information or other materials to any other party for any purpose; or (ii) in any way affect the rights granted by the Provider to such other parties.
7. The Provider shall adhere to reasonable security measures deemed by the Provider to be appropriate for the commercial deployment of the Product and the provision of the Services without limitation, using reasonable measures to secure the Customer Data from unauthorised access.
8. Customer acknowledges that the Customer’s ability to use the Product and Services is subject to certain dependencies and assumptions. In this regard Customer shall discharge all obligations as agreed. These obligations are in addition to and not in derogation of any other obligations that the Customer has.
9. The Customer acknowledges that all Customisations and Deliverables shall be deemed to be a part of the Product and all rights, title and interest in such Customisations and Deliverables vest solely with the Provider.
10. As part of persuasion mechanics, worxogo will generate points against employee KPI achievements. Customer shall perform dry runs and confirm the points are in line with expectations, in case the Customer desires to align these points to internal reward, incentive scheme or for any other similar purpose.
11. Except displaying the Customer’s name/logo as part of its client list, the Provider shall not use the any Intellectual Property Rights of the Customer or its affiliates or the name of the Customer or its affiliates, for any purpose without the prior written approval of the Customer.
Prohibited Uses
1. Customer shall not:
  1. Provide any third party (other than the Users) with access to the Product or the Services; or
  2. Disassemble, decompile or unlock, reverse engineer, or in any manner decode Product for any reason; or
  3. Re-sell, grant any rights to third parties to the Products or Services, lease, time-share, lend or rent Products or Services; or
  4. Copy any features, functions or user interfaces/graphics of the Products and/or Services; or
  5. Commit or permit the commission of any Abuse.
2. The Provider shall have the on-going right to monitor Use of the Products and Services to determine the Customer’s compliance with this Agreement.
3. The Customer shall be solely responsible for any data, content or information that it or its Users transmits, uses, uploads or stores. Customer shall not transmit, uses, uploads or store in violation of any applicable laws.
Limited Warranty
1. Customer understands and acknowledges that certain risks are inherent in the transmission of information over the internet. By entering into this Agreement, Customer acknowledges that it has reviewed use the security measures deployed by the Provider, and that it meets the Customer’s requirements. The Provider makes no representation, warranty or covenant that its security measures will be effective and that the Provider shall have any liability for the breach of its security measures, or the integrity of the systems or Hosting Servers, unless caused by the wilful misconduct or gross negligence of the Provider or its employees.
2. The Provider is not responsible for any failure of the telecommunications network or other communications links utilised by the Customer to gain access to and Use the Product and Services. The Provider does not represent that the Product and Services will be uninterruptedly available or operational or be error free. The Provider does not represent that the Product and/or the Services meet the Customer’s requirements. The Customer has independently evaluated the Product and Services and their suitability for the Customer’s needs.
3. The Provider hereby disclaims and expressly waives all other conditions, representations and guarantees, whether express or implied, arising by law, custom, oral or written statements of the Provider or third parties including, but not limited to, any warranty of merchantability or fitness for particular purpose or of error-free and uninterrupted use or of non-infringement.
Price and payment
1. Customer will pay the Provider the Fees as agreed and such other sums as may be agreed by the Parties in writing from time to time.
2. All invoices raised by the Provider shall be paid by the Customer, no later than 15 (fifteen) days from the date on which it receives such invoices. The Customer shall neither make nor assert any right of deduction or set-off from amounts invoiced. In the event of any delay in payment, the Provider shall be entitled to charge interest at 1% per month from the date payment became due to date of actual payment.
3. The Customer shall be liable for all transaction taxes on the use of the Product or Services or other services provided under this Agreement (For eg., GST or any other applicable taxes )
Term & Termination
1. This Agreement shall remain in force while there is a valid signed SoW between the parties from the date hereof, but a Party may terminate the Agreement earlier by giving ninety (90) days written notice to the other Party. Provided further that the confidentiality obligations of the Parties shall survive for a period of two (2) years from the date of expiry/termination of this Agreement.
2. Either party may terminate this Agreement, (i) immediately upon the provision of written notice of termination to the other party in the event the other party commits a material breach of this Agreement and fails to fully remedy such breach within thirty (30) days of receiving written notice of such breach or (ii) immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
Confidential Information & Customer Data
1. Both Parties may exchange and/or provide the other Party with access to their confidential and proprietary information (“Confidential Information”). Confidential Information may be disclosed to the receiving party either orally, visually, in writing (including graphic material) or by way of consigned items. Confidential Information of the Provider includes but is not limited to the Product and Services, Third Party Materials, business plans, details of Fees, business forecasts, financial information, customer lists, development, design details, specifications, patents, copyrights, trade secrets, Proprietary Information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programs, and software source documents.
2. Except as provided herein, the receiving Party agrees to treat the Confidential Information as confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, such information, and shall not make use of such information, without the prior written consent of the disclosing Party. The receiving Party may disclose Confidential Information only to its employees or consultants on a need-to-know basis provided that they are bound by written undertakings to protect the confidentiality of the Confidential Information that are no less onerous than under this Agreement
3. The receiving Party shall take all reasonable security precautions, including precautions at least equal to the measures it takes to protect its own confidential information, to protect the secrecy of the Confidential Information.
4. The Customer shall be solely responsible for any Customer Data including any approvals, consents or permission to use, transmit or store on the Platform.
Limitation of Liability
1. The Provider shall not be responsible under this Agreement if the Product or Services are not used in accordance with this Agreement ; or (ii) if a defect in the Product is caused by the Customer’s computing environment, or by interfacing third-party software not authorized by the Provider.
2. In no event shall either Party be liable to the other, whether in contract, tort (including negligence) or otherwise for any loss of profits, business, contracts, or revenues, loss of operation time, increased costs or wasted expenditure, loss of goodwill or reputation of the other, its employees or any other person acting on their behalf, special, indirect, incidental punitive or consequential damage of any nature whatsoever or howsoever arising out of this Agreement.
3. In no event shall the total aggregate liability of the Provider for any damage, loss or any other amount under this Agreement or related to this Agreement, whether such liability arises in contract, tort of howsoever, exceed the total fees paid by the Customer to the Provider in the three (3) month period preceding the date the latest claim accrued.
Anti-Bribery The Provider acknowledges that Customer and its affiliates are subject to laws such on prevention of corruption and bribery. The Provider confirms its awareness of such laws and agrees that it will not, in the name of, on behalf of, or the benefit of Customer or any of its affiliates, pay, give, promise to pay or give, or authorize the payment or gift of money, or anything of value either directly or indirectly to any official of any government or government agency or to any political party or to any private entity or to any other person at the request, suggestion or direction of any such official, political party, private entity or other person or while knowing that all or a portion of such money, or thing of value will be offered, given or promised, directly or indirectly, to any such person for the purpose of obtaining or retaining business or favorable action. The Provider will also ensure its employees, directors, officers, agents or other persons acting on their behalf comply with the foregoing. Furthermore, the Provider confirms that it is in compliance with all anti-corruption and bribery Laws to which they are subject and that the Provider has not been charged with a violation of the foregoing, or has, or may have, any liability under, such anti-corruption and bribery Laws.
Assignment Neither Party shall assign its rights, claims or other entitlements under this Agreement without the prior written consent of the other Party, provided that the Provider may assign this Agreement to a another party as a consequence of a merger, amalgamation, investment or corporate restructuring.
Arbitration and Governing Law
1. The Parties hereby agree that this Agreement shall be governed by and construed in accordance with the laws of the Republic of India without regard for its conflict of law principles.
2. Without prejudice to the right of the Provider to seek injunctive or such other appropriate interim relief from a court of competent jurisdiction, any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be exclusively referred to and finally determined by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The tribunal will consist of three arbitrators. The seat and venue of arbitration will be Bangalore. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The Parties agree that the arbitration proceedings and the award shall be kept strictly confidential and that obligations under this Section 13 shall survive termination or expiration of this Agreement.
Force Majeure Neither Party shall be liable to the other for failure or delay in the performance of a required obligation, excluding payments due, if such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such Party’s control, provided that such Party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other Party may terminate this Agreement if such condition continues for a period of 30 (thirty) days.
Waiver No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of this Agreement. Further, no waiver shall be effective unless made in writing and signed by an authorised signatory of the waiving Party.
Severability If any of the terms, conditions or provisions contained in this Agreement are determined by any court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
Notices All notices and other communications made or required to be given under this Agreement shall be in writing and shall be deemed given upon receipt when sent through (1) certified mail, (2) personal service with receipt acknowledged to the address specified below: If to the Provider: worxogo solutions pvt. Ltd, 303 Ashoka Terrace, 5th Main road, Off 100 Ft. Road Indira Nagar, Bengaluru – 560038 If to Customer: [Address: ] ____________
Counterparts This Agreement may be executed in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original. IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as of the date first written above.

EULA v17; updated on 11.1.23