Terms & Conditions

Last Updated: April 11, 2023

SOFTWARE LICENSE AGREEMENT CUM TERMS AND CONDITIONS THIS SOFTWARE LICENSE AGREEMENT (hereinafter referred to as the “Agreement”) is made and executed hereinafter BY AND BETWEEN SyncIn Spam Guard hereinafter referred to as the “Licensor,” which expression shall, unless it is repugnant to the context or meaning thereof, be deemed to include its successors, and permitted assigns, of the FIRST PART; AND User as an individual or a legal entity who has subscribed to the services of SyncIn Spam Guard and to whom the access is restricted by the use of a sign in a user name and a password and who explicitly falls under the definition of an “authorized user,” shall hereinafter be referred to as the “Licensee,” which expression shall unless repugnant to its subject or context, mean and include its successors of the SECOND PART. For the purpose of this Agreement and brevity’s sake, the Licensor and the Licensee are hereinafter shall collectively be referred to as the “Parties” and individually as a “Party”. WHEREAS :-

The Licensor is the rightful and legal owner and developer of the Software / Licensed Product(defined hereinafter).

The Licensee is desirous of using the Licensed Product on a subscription basis from the date of execution of this Agreement (“Effective Date”) from the Licensor, and the Licensor is willing to license the Licensed Product to the Licensee in consideration of a License fee.

The Licensor and the Licensee, desirous of recording the terms and conditions of this Agreement governing their rights and obligations, do hereby execute this Agreement.

NOW, THIS AGREEMENT IS WITNESSETH :-

1. DEFINITIONS

In this Agreement, unless otherwise provided, capitalized terms shall have the following meanings ascribed to them. “Authorized User” would include any person, whether an individual or otherwise, who has subscribed to the services/software of the Licensor, and to whom the access is restricted by the use of a sign-in user name and a password. The user name and password are either allotted by Licensor or chosen by the user or agreed upon by Licensor. It is made abundantly clear that only the authorized user has the right to access the services/ software so offered by Licensor. “Confidential information” means either Party’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the other Party either directly or indirectly. “Documentation” means the user’s manuals and any other materials in any form or medium customarily provided by the Licensor to the Licensee of the Licensed Software, which will provide to the Licensee sufficient information to operate, diagnose, and maintain the Licensed Software properly, safely and efficiently. “Intellectual Property Rights“ shall mean and include logo, trademark, and copyright whether registered or unregistered in relation to the Licensed Product, including the Documentation. “Licensed Software/ Licensed Product” shall mean and include the software in the name and style of “SyncIn Spam Guard” owned and developed by the Licensor. “License Fee/ Subscription Fee” shall mean and include the fee, including any taxes, due and payable by the Licensee to the Licensor for the use of the Licensed Software in the course of License Term/ Subscription term more particularly detailed in the Subscription Plans. “License Term/ Subscription Term” shall mean term of the Licensed Product/ Software which is only of a period of one year beginning from the Effective Date unless contrary to the Subscription Plan. “Unauthorised User” shall mean any person who does not have a legal or a contractual right to access the services, but does so, and will be subject to the terms and conditions, and expressly so with respect to respecting the intellectual property rights of the provider, and abiding by licensing terms and conditions.

2. LICENSE

The Licensor, upon request made by the Licensee and in consideration of the License Fee/ Subscription Fee agreed to be paid by the Licensee has agreed to grant for the License Term/ Subscription Term, a non-exclusive license without any source code or without any right over the source code of the Licensed Product in favor of the Licensee.

3. LICENSEE RIGHTS ON LICENSED PRODUCT/ SERVICES

The Licensee shall have the non-exclusive, non-transferable, revocable, limited license to access and use for commercial/ non-commercial purposes, the online services/ physical licensed products, and materials wherein the licensed software is reproduced from time to time made available by the Licensor.
Install the Licensed Product/ Software on one or more computer or computer systems or of online use as permissible by the Licensor from time to time.

4. LICENSEE NEGATIVE COVENANTS

The Licensee shall not do or cause to do the following acts with respect to the Licensed Product. a. copy or use the Licensed Product/ Software in any manner; b. decompile, reverse engineer, make any structural changes in respect of application generated JSON files or otherwise attempt to derive the source code for the Licensed Product/ Software or any underlying algorithms, user interface techniques, or other ideas embodied in the Licensed Product/ Software;c.tamper with, or attempt to circumvent or disable, any license key, User ID and Password(this includes, for example, resetting the CPU time in order to extend the License Term, or using a false host ID number or additional virtualized copy(ies) of the host ID number to enable unauthorized copies of a license key);d.distribute any copy of the Licensed Product/ Software except as expressly allowed by the license rights stated above, or allow anyone other than the Licensee to have access to or use (such as in timesharing, service bureau, or application service provider model) any Licensed Product/ Software;e.modify or create a derivative work of any part of the Licensed Product or Software;f.disclose the results of any benchmarking of the Licensed Product (whether or not the results were obtained with assistance from Licensor) to any Third Party; org. Use the Licensed Product in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss.

5. INTELLECTUAL PROPERTY RIGHTS

Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel, or otherwise, under the copyright or other intellectual property rights.
The Licensee agrees that copyrights, trademarks, patents, designs, and other proprietary rights in respect of the subject matter of this Agreement are vested solely with the Licensor. Any rights not expressly granted herein are reserved.
The Licensee is also cautioned against any conduct on his part that infringes or purports to infringe the copyright or other proprietary rights or laws. The user shall not, under any circumstances whatsoever and in any manner whatsoever, use the material made available by the Licensor for any purpose that violates the copyright or any other proprietary rights of the Licensor.

6. INDEMNITY

The Licensee agrees to do all acts as required to fully indemnify and hold harmless the Licensor for any claim, loss, damage, or any other expense arising out of any fines, penalties, damages, awards, claims, suits, or other actions against the Licensor arising out of this Agreement or arising out of any actions of the Licensee such as but not limited to any breach of any statute, regulation, direction, orders, or standards from any governmental body, agency, or regulator applicable to such Party.
The Licensor’s duty to defend and indemnify the Licensee with respect to a particular claim is subject to the following conditions:
The Licensee must promptly give to the Licensor written notice of the claim;
The Licensee must identify the specific Licensed Product(s) at issue in the claim and indicate how the Licensed Product(s) is(are) utilized by the Licensee;
The Licensee must provide the Licensor with all information regarding the claim and cooperate with the Licensor when the Licensor defends or attempts to settle the claim.
The Licensor will have no obligation to defend or indemnify the Licensee with respect to any claim that is based on or attributable to any of the following:
Any modification made to the Licensed Product/Software by anyone other than the Licensor;
The combination or use of the Licensed Product with other products, processes, or materials not supplied by the Licensor or specified in the Documentation as being necessary to use the Licensed Product, unless expressly consented by the Licensor;
The Licensee’s continued engagement in infringing activities after the Licensee was notified of the infringement or after the Licensor informed the Licensee of a modification or workaround that would have avoided the infringement;
And use of the Licensed Product/Software by the Licensee in a manner not permitted by this Agreement. Except as expressly stated above related to the Licensed Products and Documentation.

7. BREACH

If the Licensee fails to comply with any of the provisions of this Agreement (a “Breach”), the Licensor may serve notice upon the Licensee specifying such Breach and requiring the Licensee to immediately cease or to cause the cessation of such Breach and to cure or cause to be cured the results of such Breach within seven (7) days of the notice of such Breach.
For the purpose of this Agreement, Breach shall mean such action, breach, or non-fulfillment by the defaulting Party, which (i) significantly impacts or is likely to impact the foundation/ terms of this Agreement such that the object of this Agreement is defeated; or (ii) constitutes a breach of the covenants, representations, warranties, obligations, or undertakings of the Licensee. Further, this is categorically agreed by the Licensee that any Breach resulting from the unauthorized use of the Licensed Product/ Software will be deemed a material and gross Breach of this Agreement.
If the Breach has not been ceased and its result has not been cured within a reasonable period by the Licensee, the Licensor will be entitled to unilaterally terminate this Agreement, to claim damages or other compensation under Applicable Law for such Breach or, where appropriate, to seek an immediate remedy of an injunction, specific performance, or similar award from the competent authority to enforce the obligations of the Licensee.

8. ARBITRATION

For any and all disputes, a Party will give prompt written notice of any Dispute to the other Party (a “Dispute Notice“). Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider and formulate its position in relation to the Dispute.
Any Dispute shall be settled amicably between the Parties within a period of fifteen (15) Business Days from the date of the Dispute Notice given.
All disputes out of or in relation to this Agreement that remain unsettled by negotiation shall be referred to a sole arbitrator appointed by the parties mutually under the Arbitration and Conciliation Act. The place of arbitration shall be . All disputes are subject to Jurisdiction only.

9. TERMINATION AND TERMINATION RIGHTS

The Licensee shall have the right to terminate this Agreement in the following events:-
Without any cause by giving 30 (thirty) days prior written notice to the Licensor to that effect;
In the event, the services or any part thereof are not capable of being applied/ implemented/ by Licensee pursuant to the applicable law, the Licensee shall have the right to terminate this Agreement with prior notice of 15 (fifteen) days;
If due to any force majeure event, the Licensor is unable to render the Services for a continuous period of 15 (fifteen) days, the Licensee shall be entitled to terminate this Agreement after giving written notice of 7(seven) days to the Licensor;
With immediate effect, in the event the Licensor undergoes liquidation, insolvency, voluntary or involuntary winding up, except winding up in the course of an amalgamation or merger.
The Licensor shall have the right to terminate this Agreement upon giving 30 (thirty) days advance notice to the Licensee only on the occurrence of the following events:
The Licensee has, without the written consent of the Licensor, sub-licensed the Licensed Product to any Third Party;
The Licensee has breached or infringed the Intellectual Property Rights of the Licensor pursuant to which the Licensor shall have all rights to claim for damages and accounts of profits, if any, from the Licensee for such breach or infringement;
The Licensee has installed the Licensed Product/ Software more than the permissible installation under this Agreement. The Licensor at its sole discretion shall have a right to claim additional charges to the maximum of License Fee from the Licensee for such unauthorized additional installation;
The Licensee has breached any of the material provisions of this Agreement.

10. MISCELLANEOUS PROVISIONS

Ownership of IP Rights: The Licensor owns all Intellectual Property Rights in the Licensed Product/ Software and Documentation, all other rights with regard to the Licensed Product or Documentation area so reserved by the Licensor.
Automatic Updates: Licensed Product communicates with the Licensor’s servers, if applicable, for the Licensed Product, for the purpose of providing updates, detecting software piracy, and verifying that the Licensee is using the Licensed Product in conformity with the applicable license key for such Licensed Product. The Licensor will deliver software updates and pursue software pirates and infringers.
Taxes: The License Fees chargeable by the Licensor are stated exclusive of all taxes, duties, and levies imposed by any government body. The Licensee shall be liable and will pay for all applicable tax liabilities such as Goods and Services Tax or Value-Added Taxes, etc., as may be applicable, but, specifically, excluding employment-related taxes concerning Licensor’s personnel and corporate taxes based on the Licensor’s net income. The payment of fees by the Licensee to Licensor will be subject to tax deduction at source by the Licensee under the provisions of the Income Tax Act, 1961. If any Party claims exemption from any taxes resulting from this Agreement, then such Party will promptly provide the other Party with the relevant documentation to avail such exemption, including required certificates, if any, from the relevant taxing authorities.
Bankruptcy: If the Licensee becomes the subject of any bankruptcy, dissolution, liquidation, or similar proceedings or make a general assignment for the benefit of the Licensee’s creditors, the Licensor shall be free to apply for any payments which the Licensee has previously made to the Licensor for Licensed Product or services not yet delivered by the Licensor against any amounts the Licensee owe to the Licensor at that time for the Licensed Product or services that have been delivered by the Licensor (under this Agreement or otherwise).
Transfers and Assignments: The Licensee shall not transfer or assign its rights under this Agreement, including any Schedules to any other person in any manner (by assignment, operation of law, or otherwise) unless the Licensee has obtained written consent from the Licensor.

11. If the Licensee attempts to transfer or assign any of its license rights without the Licensor’s consent, the transfer/assignment shall be ineffective, null, and void (and the Licensee shall be in material breach of this Agreement). Further, the Licensor shall have a right to assign and transfer all and any of its rights and obligation arising under this Agreement to its related entity such Licensor’s affiliates, subsidiaries, group companies, or sister concerns, with a prior written intimation of such assignment or transfer to the Licensee. For the purpose of such assignment or transfer, the Licensor shall not be required to execute any other additional documents over and above this Agreement to give effect to such assignment or transfer. The provisions of this Agreement shall apply mutatis mutandisto the Licensor’s assignee.

Governing Law; Jurisdiction: This Agreement is governed by the laws of the Republic of , and courts located in , shall have exclusive jurisdiction over any disputes arising from or relating to this Agreement, and each Party consents to such jurisdiction and venue.
Confidential Information:
The Parties shall treat all Confidential Information received or obtained from other Party under this Agreement, including the terms of this Agreement, in a strictly confidential manner. The Parties shall not use, disclose, publish or otherwise, make accessible to anyone such knowledge or information without the prior consent of the other; provided that this obligation shall not apply to knowledge or information, which is developed by either Party without access to other’s Confidential Information, as can be established by pre-existing documentation or other credible evidence, and without violating the other’s proprietary rights (including its intellectual property rights).
The Parties shall use the same degree of care for protecting the Confidential Information of other Party, as it would use for protecting its own confidential information from unauthorized disclosure or misuse. The Parties agree that if one Party breaches any of its obligations of confidentiality, such breach shall be considered as a breach of this Agreement and as a result, other Party may be irreparably harmed, and in addition to all other remedies which the other Party may have, it may be entitled to relief in equity without the necessary proof of actual damage.
Obligations of Non-Disclosure and Non-Use: Unless otherwise agreed to in advance and in writing from either Party, the Parties will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any Third Party.

Terms & Conditions

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