Terms & Conditions

Ownership:

  1. Proprietary Rights: Fynsis SoftLabs Private Limited shall own all right, title, and interest to the Software, technology, information, code or software provided to Company, including all intellectual property rights, and all portions, copies or modifications thereof.
  2. Trademarks: The Fynsis SoftLabs Private Limited name, logo, trade names and trademarks are owned by Fynsis SoftLabs Private Limited, and no right is granted to Company to use any of the foregoing except as expressly permitted herein or by written consent of Fynsis SoftLabs Private Limited.
  3. Suggestions. Fynsis SoftLabs Private Limited shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any product or service any suggestions, enhancement requests, recommendations or other feedback provided by Company, including Subscription Users, relating to the operation of any product or service owned by Fynsis SoftLabs Private Limited.
  4. Data Ownership. Company owns rights, title and interest in and to all of its data. Company is solely responsible for the accuracy, integrity, and legality of Company’s data.

Support:

During the time that Company has paid the applicable fees under this agreement, Fynsis SoftLabs Private Limited will provide Company with support services for the Software made available through the Fynsis SoftLabs Private Limited Support Portal as listed on an Order Form. Services are provided to Company solely for Company’s internal use, and Company may not use the Software or Support Services to supply any consulting, support or training services to any third party.

Payment Terms:

  1. Fees and Payment: Company agrees to pay all fees specified on the relevant Order Form. Fees are due thirty (30) days from the invoice date, unless otherwise noted in an Order Form. Subscription fees are exclusive of, and Company is responsible for, shipping costs, duties and taxes (including Value Added Tax which shall be paid by the Company, if applicable, at the rate and in the manner for the time being prescribed by law). Except as otherwise set forth in this Agreement, all fees paid to Fynsis SoftLabs Private Limited are non-refundable.
  2. Renewal: All fees required for renewal of a Subscription Term will be invoiced in advance prior to expiration of the current Subscription Term (the “Renewal Invoice”), and any pricing or changes in the number of Subscription Users for such renewal Subscription Term will be reflected in the Renewal Invoice. Fees for any subsequent renewals shall be set at the then-current Fynsis SoftLabs Private Limited pricing, unless otherwise stated on the Order Form, Renewal Invoice or otherwise agreed to in writing by the parties.
  3. Overdue Charges: Overdue amounts are subject to interest at a rate of one percent (1.0%) per month, or the maximum rate permitted by law, whichever is lower. If any charge owing by Company to Fynsis SoftLabs Private Limited or the applicable Fynsis SoftLabs Private Limited Authorized Reseller is thirty (30) days or more overdue, Fynsis SoftLabs Private Limited may, without limiting its other right and remedies, suspend services until such amounts are paid in full.
  4. Audit Rights: Company shall maintain accurate records necessary to verify the number of Subscribed Users. Upon Fynsis SoftLabs Private Limited’s written request, Company shall provide Fynsis SoftLabs Private Limited with such records within ten (10) business days. If Company has more Subscription Users than Company has paid for, Company shall immediately pay Fynsis SoftLabs Private Limited the applicable additional Subscription fee.

License:

  1. License Grant: Fynsis SoftLabs Private Limited shall make the Software available to Company for use by the Subscription Users, pursuant to the terms of this Agreement and grants Company a limited, non-exclusive, non-transferable, and revocable right to install, use and modify the Software solely for Company’s own internal business purposes. Company acknowledges and agrees that the terms and conditions listed herein will govern Company’s use of the Software for the Subscription Term, unless explicitly stated otherwise in a written agreement between the parties.
  2. Third-Party Software: The Software may utilize or include certain Third Party Software. Company’s use of the Software is governed by the applicable Third-Party Software terms and conditions where applicable. Company may use Third-Party Plug-Ins to add functionality to the Software, provided that such use is limited to internal use by Company in a manner that does not violate any provisions of Section 1.3 of this Agreement.

Confidentiality:

Each party acknowledges that it acquires only the right to use the other party’s Confidential Information under the terms and conditions of this Agreement and does not acquire any rights of ownership or title in the other party’s Confidential Information. Each party will hold in confidence any Confidential Information received by it from the other and will protect the confidentiality of such with the same degree of care that it exercises with respect to its own information of like import. Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively “Representatives”) having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party’s limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or have obtained its Representatives’ agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party’s Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. In the event that a party is required to disclose Confidential Information pursuant to any applicable statute, regulation or order of a court of competent jurisdiction, that party will use commercially reasonable efforts to notify the other party of the required disclosure. Nothing in this Agreement will prohibit or limit the Receiving Party’s use of information:

a) Previously known to it without obligation of confidence.

b) Independently developed by or for it without use of or access to the Disclosing Party’s Confidential Information.

c) Acquired by it from a third party that is not under an obligation of confidence with respect to such information.

d) that is or becomes publicly available through no breach of this Agreement. The terms of this Agreement, Original Code and the structure, sequence and organization of the Fynsis SoftLabs Private Limited Product are Confidential Information of Fynsis SoftLabs Private Limited or its licensors.

Term and Termination:

  1. Term:Unless otherwise stated in the applicable Order Form, the initial term (“Effective Date”) of this Agreement shall commence on the date Fynsis SoftLabs Private Limited executes the applicable Order Form, and shall continue until the all Order Forms or Renewal invoices have expired or been terminated.
  2. Termination: This Agreement may be terminated by a party for cause immediately if (a) the other ceases to do business, or otherwise terminates its business operations; or (b) the other materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach.
  3. Effect of Termination: Upon termination of this Agreement by either party (a) the licenses granted under this agreement will be immediately revoked and Fynsis SoftLabs Private Limited may immediately deactivate Company’s account. No refunds of payment will be made unless termination of this Agreement is a result of a breach by Fynsis SoftLabs Private Limited under Section 10.2, in which case Company will be entitled to a refund of the pro rata portion of fees associated with the remainder of the Subscription Term. Company understands and agrees that upon expiration of the Subscription Term or termination of the Agreement, whichever occurs first, the licenses granted under this Agreement will be immediately revoked and Fynsis SoftLabs Private Limited may immediately deactivate Company’s account. In no event shall any termination relieve Company of the obligation to pay any fees payable to Fynsis SoftLabs Private Limited for the period prior to the Effective Date of termination.

General Provisions:

  1. Export Compliance: Company may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
  2. Standard Marketing: Company agrees that Fynsis SoftLabs Private Limited may reference Company as a customer of Fynsis SoftLabs Private Limited. Company agrees to not use Fynsis SoftLabs Private Limited’s name or logo without prior written consent.
  3. Notices: All notices shall be in writing and sent by first class mail or overnight mail, or transmitted by facsimile, to the addresses indicated on the Order Form or such other address as either party may indicate. Notices regarding this Agreement shall be in writing and addressed to Company at the Address Company provides, or, in the case of Fynsis SoftLabs Private Limited, to Fynsis SoftLabs Private Limited No. 59, 4th Cross, New Guruppana Palya7th B Main BTM, 1st Stage, Bangalore,Karnataka-560029, India.
  4. Assignment: Company may not assign this Agreement without the prior written consent of Fynsis SoftLabs Private Limited; provided that such consent shall not be required for assignment to a purchaser of all or substantially all of the assets or equity securities of Company who undertakes in writing to be bound by all the terms and conditions of this Agreement. Any prohibited assignment shall be null and void.
  5. Relation of the Parties: Fynsis SoftLabs Private Limited and Company are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
  6. No Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement.
  7. Governing Law: This Agreement shall be governed by the laws of the State of Illinois without giving effect to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Bengaluru, India for resolution of any disputes arising out of this Agreement. The United Nations Convention for the International Sales of Goods shall not apply.
  8. Severability: If any part of this Agreement is held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other parts of the Agreement.
  9. Waiver: The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.
  10. Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements including emails and requests for proposals, regarding the subject matter hereof. The headings in this agreement are for reference purposes only, and shall not affect the meaning or construction of the terms and conditions of this Agreement. This agreement shall not be amended, unless in writing and signed by authorized representatives of both parties.